Interim / Quarterly Report • Nov 30, 2021
Interim / Quarterly Report
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THIRD QUARTER OF 2021
consolidated basis
Pursuant to Art. 100o, Para 7 in conjunction with Para 4of the Public Offering of Securities Act and Art. Art. 33 and Art. 33а of Ordinance No. 2 dated 17.09.2003 on the prospectuses for public offering and admission to trading on a regulated securities market and on the disclosure of information
These Notes to the Interim Report on the Business Activities of Allterco JSCo on an consolidated basis present information about the company, relevant to the end of third quarter of 2021 for the period 01.01.2021 – 30.09.2021 (the "reporting period').
Allterco JSCo is a public listed joint stock company, established in 2010 in the city of Sofia and entered in the Commercial Register at the Registry Agency on 11.02.2010 under UIC (unified identification code): 201047670 and LEI code (identification code of the legal entity) 8945007IDGKD0KZ4HD95 and is established for an unlimited period. Its name is written in Latin: ALLTERCO JSCo.
The company has its registered office and address of management: Republic of Bulgaria, Sofia County, Sofia Municipality, Sofia 1407, 103CherniVrah Blvd. The address for correspondence is the same; Tel: +359 2 957 12 47. The website of the Company iswww.allterco.com.
The Company is public listed within the meaning of the Public Offering of Securities Act and is registered as a public company in the register kept by the FSC with Decision 774 - PD of November 14, 2016 as a result of successfully completed initial public offering of shares from the Company's capital increase.
The company operates according to Bulgarian legislation.
Allterco is part of an economic group, which consists of the parent company Allterco JSCo and its subsidiaries:
During the reporting period Allterco JSCo has participated in the establishment of a company (associated company) in China, Allterco Asia Ltd. with headquarters and registered office in Shenzhen, Guangdong Province. The capital of the new company is CNY 100 000, as the participation of Allterco JSCo is 30% with an option to acquire additional up to 50% and reach a controlling stake of up to 80% in case of good development of the project.
During the reporting period the Board of Directors of Allterco JSCo has decided on the establishment of a subsidiary company in Germany – Allterco Europe GmbH. The German company will have its seat and registered office in Munich, Germany and registered capital EUR 500 000, 100 % owned by Allterco JSCo.
During the reporting period there was a change in the economic group of Allterco JSCo. On September 27,2021 the Board of Directors of Allterco JSCo has approved and the Company, as a seller, has signed with Skylight Venture Capital Pte. Ltd., as a buyer, an agreement for the sale of the participations of Allterco JSCo in the subsidiaries ALLTERCO PTE (Singapore), ALLTERCO SDN (Malaysia) and ALLTERCO Co., Ltd. (Thailand) (Share Purchase Agreement (SPA). The transfer of the share ownership is a subject to registration procedures in accordance with applicable laws in each country where each company is registered as a legal entity.
The scope of business of the Allterco JSCo, according to Art. 4 of its Articles of Association is: Acquisition, management, evaluation and sale of share participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, evaluation, sale and assignment of licenses for the use of patents and other intellectual and industrial property rights; financing of companies in which Allterco JSCo participates; purchase of goods and other items for resale in their original, manufactured or processed form; sale of goods of own production; foreign trade transactions; commission, forwarding, warehousing and leasing transactions; transport transactions in the country and abroad; transactions of commercial representation and intermediation of local and foreign individuals and legal entities; consulting and marketing transactions; providing management and administration services to local and foreign legal entities; as well as any other commercial transactions not prohibited by law.
As a result of strategic deals, corporate changes and decisions in 2019 and 2021, the core business of the Issuer's Group remains the development, production and sale of IoT devices.
Since 2015, the Group has grown organically in the IoT sector through the development and implementation of two main product categories - tracking devices under the brand MyKi and home automation systems under the brand Shelly.
During the reporting period no changes were made in the Board of Directors of the company.
As of 30.09.2021 members of the Board of Directors are:
As of the end of the reporting period the issued, subscribed, paid-in and registered capital of Allterco JSCo amounts to BGN 17 999 999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine), and is divided into 17 999 999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) dematerialized ordinary registered voting shares, with a par value of 1 (one) BGN each.
The capital is fully paid in five contributions:
hundred ninety-nine) against 2,999,999 (two million nine hundred and ninety-nine thousand nine hundred and ninety-nine) subscribed and paid-in dematerialized ordinary registered voting shares with a nominal value of BGN 1 each, as a result of a procedure for Public Offering of a new issue of shares. The public offering of shares from the capital increase of Allterco JSCo was carried out in the period 28.09.2020 - 30.10.2020, on the basis of a Prospectus, together with the supplements thereto, confirmed by the Financial Supervision Commission with Decision № 148- F of 18.02.2020, Decision № 405-E of 11.06.2020, Decision № 601-E of 13.08.2020 and Decision № 791-E of 29.10.2020.
| NAME OF SHAREHOLDER | CAPITAL PERCENTAGE |
|---|---|
| Svetlin Todorov | 32,48 % |
| Dimitar Dimitrov | 32,48 % |
| Other individuals and legal entities |
35,04 % |
As of September 30, 2021 the capital structure of ALLTERCO JSCo is as follows:
Allterco JSCo has not carried out activities in the area of research and development and does not plan such in the near future. One of the subsidiaries of Allterco JSCo has carried out such activity during the reporting period, namely: Allterco Robotics Ltd.
Detailed information about the important events that occurred during the reporting period for ALLTERCO JSCo, as well as other information that could be important for investors is regularly disclosed by the company in accordance with regulatory requirements. In compliance with the requirement of Art.43a et seq. of Ordinance No. 2 of FSC, in conjunction with Art. 100t, Para 3 of the POSA, the Company discloses the regulated information to the public through selected information media. All information provided to the media in fully unedited text is available at: http://www.x3news.com/. The required information is submitted to the FSC - through the unified system for submission of information electronically, developed and maintained by the FSC - e-Register. The information is also available on the Company's website at: https://allterco.com/en/INVESTORS.
The announced important events that occurred during the reporting period did not have a significant impact on the financial results of the company on an consolidated basis.
As of the end of the reporting period ALLTERCO JSCo reported on consolidated basis a profit at the amount of BGN 10 046 thousand, which is an increase by 64,0 % compared to the same reporting period of the previous year.
EBITDA for the 9 months of 2021 reached BGN 11 961 thousand (31.1% of sales revenue) compared to BGN 7 359 thousand (25.1% of sales revenue) for the same period of previous year.
The revenue from sale of devices (goods and won production) increased by 57,3% during the 9 months of 2021 compared to the same period of previous year. The revenue from services decreased by 99,6% during the period, which is due to the sale of the remaining daughter companies, which provided telco value-added services.
During the 9 months of 2021 the Company reported positive result from operations with financial instruments, which include:
| REVENUE | 9 months of 2020 BGN thousand |
Change % |
9 months of 2021 BGN thousand |
|---|---|---|---|
| Revenue from sale of devices | 24 483 | 57.3% | 38 500 |
| Revenue from services and rents | 4 881 | -99.6% | 21 |
| Other operating revenue | 54 | 927.8% | 555 |
| Total operating revenue | 29 418 | 32.8% | 39 076 |
| Gain from operations with financial assets | 0 | - | 250 |
| Total financial income | 0 | - | 250 |
As of the end of the reporting period the total operating expenses of ALLTERCO JSCo increased by 21,3 % compared to the same reporting period of the previous year. This increase is mainly due to the increase of marketing and sales expenses, salary expenses and other administrative expenses.
At the end of the 9 months of 2021, the Company repots written off receivables in the amount of BGN 111 thousand and impairment of receivables in the amount of BGN 153 thousand.
The expenses for salaries and social security holds the biggest share in the total operating expenses for the period with 52,8 %, followed by marketing and sales expenses with 19,4%.
| EXPENSES | 9 months of 2020 | Change | 9 months of 2021 |
|---|---|---|---|
| BGN thousand | % | BGN thousand | |
| Sales and marketing | 1 236 | 48.1% | 1 830 |
| External services | 569 | -10.2% | 511 |
| Depreciation and amortization | 828 | -9.7% | 748 |
| Salaries and social security | 4 162 | 19.6% | 4 977 |
| Impairments and written of receivables | 4 | 6 500.0% | 264 |
| Other administrative expenses | 723 | 20.1% | 868 |
| Other operating expenses | 243 | -9.1% | 221 |
| Total operating expenses | 7 765 | 21.3% | 9 419 |
| LIQUIDITY RATIOS | 31.12.2020 | 30.9.2021 |
|---|---|---|
| Current ratio | 7.47 | 10.36 |
| Quick ratio | 6.88 | 9.74 |
| Immediate ratio | 4.13 | 4.95 |
| Cash ratio | 4.55 | 4.95 |
The current ratio at the end of the reporting period increased due to the following reasons: the current assets increased by 15,6% % compared to the end of 2020, while the current liabilities decreased by 16,7%.
The quick ratio at the end of the reporting period increased due to the following reasons: the current liabilities decreased by 16,7% compared to the end of 2020, while the cash decreased by 0,1%.
The immediate liquidity ratio at the end of the reporting period increased due to the following reasons: the current liabilities decreased by 16,7% compared to the end of 2020, while the short-term financial asset had been sold during the period.
The cash ratio at the end of the reporting period increased due to the following reasons: The current liabilities decreased by 16,7% compared to the end of 2020, while the cash decreased by 0,1%
| DEBT RATIOS | 31.12.2020 | 30.9.2021 |
|---|---|---|
| Debt / Equity | 0.16 | 0.12 |
| Debt / Assets | 0.13 | 0.11 |
| Equity / Debt | 6.42 | 8.43 |
The change in the debt/equity ratio at the end of the reporting period is due to the following reasons: the Company's total liabilities decreased by 15,3 % compared to the end of 2020, while the equity increased by 11,3%.
The change in the debt/assets ratio at the end of the reporting period is due to the following reasons: the Company's total assets increased by 7,7% compared to the end of 2020, while the Company's total liabilities decreased by 15,3%.
The change in the financial autonomy ratio at the end of the reporting period is due to the following reasons: the total liabilities of the Company decreased by 15,3% compared to the end of 2020, and the equity has increased by 11,3%.
The risks associated with the core business of the Company can generally be divided into systemic (general) and non-systemic (related specifically to its business and the industry in which it operates). Relevant for the Company are also the similar categories of risks inherent in the company business and the industry in which its subsidiaries operate, insofar as they are the main source of the Company's income. Separately, investors in the Company's financial instruments are also exposed to risks related to the investments in securities themselves (derivative and underlying)
Systemic risks are related to the market and the macro environment in which the Company operates, which is why they cannot be managed and controlled by the Company's management team. Systemic risks are: political risk, macroeconomic risk, inflation risk, currency risk, interest rate risk, tax risk and unemployment risk.
| Type of risk | Description | ||
|---|---|---|---|
| POLITICAL RISK | Political risk is the likelihood of a change of Government, or of a sudden change in its policy, of occurrence of internal political turmoil and adverse changes in European and/or national legislation, as a result of which the environment in which local businesses operate will change negatively, and investors will incur losses. On June 11, 2021, the country held early parliamentary elections for the Ordinary National Assembly, as a result of which for the political party ruling in last 12 years lost its position in the state governance and a new government is expected to be formed. Due to the impossibility of forming a government, new early parliamentary elections were held for November 14, 2021. |
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| Political risks for Bulgaria internationally are related to the commitments undertaken to implement serious structural reforms in the country in its capacity as an equal member of the EU, increasing social stability, limiting inefficient spending, on the one hand, as well as the strong destabilization of the countries of The Middle East, the increasing threat of terrorist attacks in Europe, refugee waves and instability of key countries in the immediate vicinity of Bulgaria. |
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| Other factors that also affect this risk are the possible legislative changes and in particular those concerning the economic and investment climate in the country. |
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| GENERAL MACROECONOMIC RISK |
According to the National Statistical Institute, in September 2021 the total business climate indicator decreased by 2.4 percentage points compared to August. A decrease in the indicator was observed in industry, construction and retail trade, and in the services sector, it remained approximately the level of the previous month. |
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| Business climate - total Source: NSI1 A serious economic recovery is expected in the medium term. ECB macroeconomic experts' forecasts for the Euro area from September 2021 forecast а real GDP growth of |
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| 5.0% per year in 2021, 4.6% in 2022 and 2.1% in 2023. Compared to the macroeconomic forecasts from June 2021, the outlook for 2021 has improved mainly due to the reported improvements from the expected results for the first half of the year and generally remain unchanged for 2022 and 2023.2 |
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|---|---|---|---|---|
| INTEREST RATE RISK |
The interest rate risk is related to possible, eventual, adverse changes in the interest rates established by the financial institutions of the Republic of Bulgaria. |
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| At its meeting in June, 2021, the Board of Directors of the ECB, decided to leave unchanged the ECB's key interest rates. hey are expected to remain at their present or lower levels until the inflation outlook robustly converges to a level sufficiently close to, but below, 2% within the projection horizon, and such convergence has been consistently reflected in 3 underlying inflation dynamics. At its meeting in September 2021, ECB confirmed this 4 measure to support the ECB's price stability mandate. |
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| Date | % | |||
| 01.09.2021 | 0.00 | |||
| 01.08.2021 | 0.00 | |||
| 01.07.2021 | 0.00 | |||
| 01.06.2021 | 0.00 | |||
| 01.05.2021 | 0.00 | |||
| 01.04.2021 | 0.00 | |||
| 01.03.2021 | 0.00 | |||
| 01.02.2021 | 0.00 | |||
| 01.01.2021 | 0.00 | |||
| BNB5 *Source: |
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| INFLATION RISK | Inflation risk is a general rise in prices in which money depreciates and there exists a probability of loss to households and firms. |
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| The consumer price index (CPI) is an official measure of inflation in the Republic of Bulgaria. It estimates the total relative change in the prices of goods and services used by households for personal (non-production) consumption and the index is calculated by applying the structure of the final cash consumer expenditure of Bulgarian households. |
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| 2021 is 100.4%, i.e., 2021 compared to June 2020 – |
According to the NSI the consumer price index for September 2021 monthly inflation is 0.4%. is 3.5%. September 2021 compared to the period October 2019 – |
The inflation from |
compared to August the beginning of the year (September 2021 compared to December 2020) is 1,5% and the annual inflation for June The average annual inflation for the period July 2020 September 2020 is 1.6%6 |
2https://www.ecb.europa.eu/pub/economic-bulletin/html/eb202104.en.html
| The respective month of the previous year The previous month *Source: NSI |
|
|---|---|
| The harmonized index of consumer prices (HICP) is a comparable measure of inflation in EU countries. It is one of the criteria for price stability and for Bulgaria's accession to the euro area. The HICP, like the CPI, measures the overall relative change in the price level of goods and services. |
|
| According to the NSI the harmonized index of consumer price index for September 2021 compared to August 2021 is 100.2%, i.e., monthly inflation is 0.2%. The inflation since the beginning of the year (September 2021 compared to December 2020) is 3.3%, and the annual inflation for September 2021 compared to September 2020 is 4.0% The average annual inflation for the period October 2020 - September 2021 compared to the period October 2019 - September 2020 is 1.4% According to the ECB, inflation in the euro area rose to 3.0% in August. Inflation is expected to continue to rise in the autumn, but to decline next year. |
|
| According to the September 2021 ECB staff macroeconomic projections, which foresee annual inflation at 2.2% in 2021, 1.7% in 2022 and 1.5% in 2023, being revised up compared with the previous projections in June. Inflation excluding food and energy price inflation is projected to average 1.3% in 2021, 1.4% in 2022 and 1.5% in 2023, also being revised up from the June projections.7 |
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| CURRENCY RISK | Exposure to currency risk is the dependence and effects of changes in exchange rates. Systemic currency risk is the probability of a possible change in the currency regime of the country (currency board), which would lead either to BGN devaluation or to BGN appreciation compared to foreign currencies. |
| Currency risk will have an impact on companies with market shares, the payments of which are made in a currency other than BGN and EUR. Since, according to the current legislation in the country the Bulgarian lev is fixed to the euro in the ratio EUR 1 = BGN 1.95583, and the Bulgarian National Bank is obliged to maintain a level of Bulgarian levs in circulation equal to the bank's foreign exchange reserves, the risk of devaluation of the BGN compared to the European currency is minimal and consists in the eventual early abolition of the currency board in the country. At this stage, this seems unlikely, as the currency board is expected to be abolished upon the adoption of the EUR in Bulgaria as an official unit of payment. |
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| Theoretically, currency risk could increase when Bulgaria joins the second stage of the European Exchange Rate Mechanism (ERM II). This is a regime in which the country must maintain the exchange rate compared to the EUR within +/- 15% on the background of the |
| the allowed ones of ± 15%. |
central parity. In practice, all countries currently in this mechanism (Denmark, Estonia, Cyprus, Lithuania, Latvia, Malta) are witnessing fluctuations that are significantly less than |
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|---|---|---|---|---|
| potential loans. | On July 10, 2020, Bulgaria joined the ERM II exchange rate mechanism, known as the 'euro area's waiting room'. The central rate of the Bulgarian lev is fixed at EUR 1 = BGN 1.95583. Around this central exchange rate of the BGN, the standard range of plus or minus 15 percent will be maintained. Bulgaria joins the exchange rate mechanism with its existing currency board regime, as a unilateral commitment and without additional requirements to the ECB.8 At the same time, our country must enter into close cooperation with the unified banking supervision. The fixed exchange rate of the BGN eliminate for the Bulgarian currency the risk of unfavorable exchange rate against other major currencies (US dollar, British pound, Swiss franc) on the international financial markets, but at present the company does not consider that such a risk would be material to its business. The company may be affected by currency risk depending on the type of cash flow currency and the type of currency of the company's |
to the EUR does not movements of the euro |
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| The Allterco JSCo |
Group companies operate in Bulgaria as well as in EU countries and first countries, mainly in the USA and the Asia-Pacific region. At present, the main revenues from the Group's IoT business are in BGN or EUR, and the costs of delivery of goods in this segment are mainly in US dollars and are largely tied to the Chinese yuan, which is why the appreciation of the US dollar or Chinese yuan would have an adverse effect on the business performance. In terms of US dollar exposure, the Group companies are expected to have significant US dollar sales revenue in the US and other non-EU future, which to some extent balances the Group's net exposure to this major currency. |
markets in the | ||
| risk. | Allterco JSCo. owns financial assets denominated in NOK, which also brings some currency | |||
| procedures for ongoing | To limit the effects of the currency risk, the companies of the Group have system for planning the deliveries from countries inside and outside the EU, as well as monitoring of the movements in the exchange rates of the foreign currencies and control over the forthcoming payments. Currently, do not use derivative instruments for hedging the currency risk but, management is ready to enter into such transactions. |
introduced a the Group companies if necessary, the |
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| Credit risk of the state |
the state and for individual Table 1: Credit risk of Bulgaria |
Credit risk is the probability of deterioration of Bulgaria's international credit ratings, caused by the government's inability to repay its liabilities the country can lead to higher interest rates, more difficult financing conditions, both for prepared by specialized credit rating agencies and serve country's credit risk. Bulgaria's credit rating is presented in the following table: |
regularly. Low credit ratings of economic entities, including Allterco. Credit ratings are to determine and measure a |
|
| Credit agency | Date of last change | Long-term rating | Prospects | |
| Standard & Poor's Moody's |
01.06.2021 9 10 09.10.2020 |
BBB Baa2 |
Stable Positive |
|
| Fitch Source: Ministry of Finance |
27.07.2021 11 | BBB | Stable |
8 https://www.ecb.europa.eu/press/pr/date/2020/html/ecb.pr200710~4aa5e3565a.en.html
9 https://www.minfin.bg/bg/news/11369
10https://www.minfin.bg/bg/news/11147
11https://www.minfin.bg/bg/news/11429
| On 21 June, 2021 the international S&P Global Ratings agency affirmed its 'BBB/A-2' long and short-term foreign and local currency sovereign credit ratings on Bulgaria. The outlook remains stable. |
|---|
| According to the agency Bulgaria's economic contraction has been relatively mild so far, mostly due to resilient domestic demand. Over the medium term through 2024, high fund inflows from the previous and current EU Multiannual Financing Frameworks as well as additional funds from the NGEU instrument will provide a solid backdrop for Bulgaria's economic growth. |
| Although the results of the recent elections highlight political fragmentation and confrontational decision-making, the rating agency do not believe that these developments will delay the most important political undertakings, such as progress on eurozone accession, or EU funds absorption. |
| Even against this challenging domestic political environment and in the course of the pandemic, Bulgaria has retained a solid fiscal position. Starting in 2022, S&P Global Ratings expects that consolidation will narrow deficits further, keeping government debt, net of liquid assets, at a low 20% of GDP over the next years. External risks also appear manageable after several years of external net deleveraging, thanks to recurring current and capital account surpluses, which the rating agency expects to continue. |
| On June 27, 2021, Fitch Ratings has affirmed Bulgaria's long-term foreign and local currency Issuer Default Ratings (IDR) at "BBB" with a Positive Outlook. |
| The Positive Outlook reflects the dissipation of macroeconomic risks stemming from the Covid-19 pandemic and a more resilient economy, as well as continued progress towards the euro adoption. According to the credit rating agency, short-term downside risks tied to the pandemic and electoral uncertainty are more than offset by prospects of substantial funding from the EU and a commitment to macro and fiscal stability. |
| Fitch expects Bulgaria's economic growth to accelerate to 4.7% in 2021, compared to the estimate for 3% from February. The upward revision reflects better-than-expected 1Q21 GDP and the expected strengthening of domestic demand and exports in the second half of the year. |
| Investment is expected to be a key driver of growth over the medium-term, as Bulgaria will be one of the main beneficiaries of EU transfers in the coming years. The analysts of Fitch believe that the significant amount of funds under the Recovery and Resilience Facility (RRF) would support the growth of the economy which is estimated at 3.9% in 2022-23. |
| The credit rating agency projects the fiscal deficit (on accrual basis) at 5% of GDP in 2021, versus 5.5% for the BBB median, reflecting mostly the Covid-19 related expenditure. It expects the deficit to narrow to 2% in 2023, keeping public debt/GDP at below 30% (versus 57% for BBB peers). Fitch considers the plan for euro adoption in 2024 realistic. The country's banking sector is estimated as liquid and well capitalized. |
| The main factors that could lead to positive rating action/upgrade are: progress toward euro area accession and improvement in the economy's growth potential that leads to faster convergence with income levels of higher rated peers. The factors that could lead to negative rating action/downgrade are: adverse policy developments that reduce confidence in economic recovery; a prolonged rise in public debt; the materialization of contingent liabilities on the sovereign's balance sheet or weaker growth prospects.12 |
12 https://www.minfin.bg/bg/news/11429
| Unemployment risk |
As a major factor influencing consumers' purchasing power, rising unemployment would reduce demand for IoT products. On the other hand, the demand for staff by the business remains extremely active, so that such a risk appears to be negligible within the next year. According to the statistics published by Eurostat 14.469 million men and women in the EU, of whom 12.162 million in the euro area (EA), were unemployed in August 2021. Compared with July 2021, the number of persons unemployed decreased by 224 000 in the EU and by 261 000 in the euro area. Compared with August 2020, unemployment decreased by 1.965 million in the EU and by 1.861 million in the euro area.13 The level of registered unemployment in the country continued to decline in September, reaching a new record low of 4.7%, according to data from the administrative statistics of the Employment Agency. The decrease compared to August 2021 is by 0.2% and the decrease on an annual basis is by 2.5 percentage points. Compared to the end of September 2019 - a year generally record for employment growth, the unemployment rate also decreased 14 significantly - by 0.6 percentage points as of September 2021. |
|---|---|
| Risk associated with the legal system |
Although Bulgaria has introduced a number of significant legislative changes since joining the EU and most of the Bulgarian legislation has been harmonized with EU legislation, the legal system in the country is still in the process of reform. Judicial and administrative practices remain problematic and it is difficult to effectively resolve property disputes, breaches of laws and contracts and other. Deficiencies in the legal infrastructure can result in uncertainties arising from the implementation of corporate actions, the implementation of supervision and other issues. |
| TAX RISK | It is essential for the financial performance of the companies to maintain the current tax regime. There is no guarantee that the tax legislation, which is directly relevant to the core business of the Company, will not be changed in a direction that would lead to significant unforeseen expenses and, accordingly, would adversely affect its profit. The taxation system in Bulgaria is still developing, as a result of which a contradictory tax practice may arise. |
Such risks are: risk of shortage of key personnel, risk of strong competition, risk related to personal data security and hacker attacks, risk of technology change.
One of the biggest challenges for technology companies, such as the companies of the Group, as well as given the specific scope of their business in the field of telecommunications and engineering and software development, is the shortage of skilled personnel. Insufficient availability of suitable staff in the subsidiaries could adversely affect the future development of the Group due to delays in the development of new products/services and the maintenance of existing ones. On the other hand, the high competition in this sector raises the cost of labor. Thus, the financial position and market share of the Group companies could suffer.
13 https://ec.europa.eu/eurostat/statistics-explained/index.php?title=Unemployment\_statistics
14 https://www.az.government.bg/bg/news/view/rekordno-niska-bezrabotica-prez-septemvri-3722//
After the sale of most of the telecommunication business of the group, the Group companies operate mainly in the segment of the Internet of Things (IoT). This segment is one of the most modern and promising sectors of the industry, which attracts the interest of many technology giants and start-up companies. The loss or inability to gain market share and the fall in final product prices due to increased competition may have a negative effect on revenue, profit and profit margins. Maintaining a competitive position requires investment in the creation of devices with new utilities, improvement of existing solutions and expansion of market share and it cannot be taken for granted that new developments will be established among the competing ones on the market.
The technology industry is characterized by digital transmission of information that could be strictly confidential, containing personal data of users of products, financial information of companies, information about new products and other. The protection of such information is a critical factor for the normal operation of companies in the industry, including of the Group. The sales of the devices and the use by the users of the accompanying mobile applications and cloud services provided by the Group are related to the exchange and storage of personal data. Potential breaches in information security can lead to: i) Loss of customers and/or partners and their migration to competing companies; (ii) Imposing sanctions and lawsuits related to breaches of applicable data protection and privacy laws; iii) Lost or delayed orders and sales; iv) Adverse effects on reputation, business, financial position, profits and cash flows.
The Group companies that produce devices are exposed to the problems, applicable to the whole world, with the supply chain, which include a deficit of certain electronic components (like chips and capacitors) and increasing delivery periods.
As of today, those problems did not affect the financial performance of the Group. The Group companies that are engaged in the sale and distributions of devices maintain sufficient stock quantities of critical electronic elements in order to meet eventual delays in the supply that could lead to delays in production.
In order to mitigate the risk for the future supplies, the Group companies implemented a planning system that covers longer than usual period (1-2 years) for the supply of component and all critical components are ordered in advance.
The supply of IoT devices is related to regulation regarding the certification of products for sale in the respective country. In the European Union, products are required to bear the 'CE' marking, which indicates that the product has been evaluated and meets the requirements of safety, health and environmental protection. In the US, the equivalent is 'UL' certification. For certification purposes, accredited laboratories are assigned compliance tests, which involve significant costs. In addition, specifics in the requirements of local regulators and contractors (especially mobile operators) may require additional tests and certification to be performed, which increases the cost of entering a particular market or particular distribution channel.
Sales of the Group companies' products cover an increasing number of markets, which often have local regulation regarding the certification of similar products in the respective country. Meeting the requirements of local regulation is related to time and resources and may delay the Company in entering new markets or require additional costs in order to meet different standards.
The change in regulatory requirements for devices may involve additional costs for making them compliant with the new requirements, including costs for withdrawing products from the market to making them compliant with these requirements. The Group companies and their local partners regularly monitor planned changes in the legislation and take timely measures to ensure the compliance of products with them.
Eventual changes in the regulations in the telecommunications sector, could have some impact on the operation of the Group as mobile operators are one of the main sales channels for existing MyKi series products. Big part of the devices developed and sold by the companies in the IoT Group use Internet-based technology and can work with the services of any Internet provider. To that effect, the Group is now less dependent on regulations in the field of telecommunications, insofar as the companies in its structure are not providers of telecommunication services and mobile operators are only one of the channels for trade and distribution of IoT devices.
The Issuer and its subsidiaries operate in an extremely dynamic segment, in which technologies have a significant impact and are a source of competitive advantage. To that effect, there is a risk of delayed adaptation to new technologies due to lack of knowledge, experience or sufficient funding, which may have a negative impact on the Issuer. The slow adaptation to the new realities may lead to a loss of competitive positions and market shares, which in turn will lead to a deterioration of the Group's performance.
Such risks are: operational risk, risk related to business partners, risks arising from new projects and liquidity risk.
Operational risk can be defined as the risk of loss as a result of inadequate or non-functioning internal management procedures. Such risks may be caused by the following circumstances:
The effects of such circumstances would be a decrease in the Issuer's revenues and deterioration of its business performance.
Production activities in the IoT segment is outsourced, mainly to China, concentrated in several manufacturers. Potential risks associated with key subcontractors are related to the accurate and timely execution of deliveries or termination of business relationships. Although management believes that there is a wide range of alternative suppliers, the possible transfer of production to new partners and diversification of subcontractors may lead to delivery delays and additional costs, which may affect the ability of the Group companies to perform agreed orders from customers and adversely affect the Group's reputation and financial performance.
The main business activity of Allterco JSCo is related to investments in subsidiaries. There is a risk that some of the subsidiaries will not be able to meet their goals, which will lead to lower or negative return on investment.
The development of new products and services by the subsidiaries of Allterco JSCo is related to the investment in human resources, software, hardware, materials, goods and services. Should new products and services fail to be marketed, such investments would be unjustified. This in turn would have a negative impact on the costs and assets of the Company, as well as on the performance of its business activities. In order to manage the risk arising from new projects, the Group companies perform a market analysis, prepare a financial analysis containing different scenarios, and in some cases discuss with potential customers the concept of the new service/product.
The expression of the liquidity risk in relation to the Group is associated with the possibility of lack of timely and/or sufficient available funds to meet all current liabilities. This risk may appear both in case of significant delay of the payments by the debtors of the Company, as well as in case of insufficiently effective management of the cash flows from the operation of the Company.
Some of the Group companies use bank financing in the form of an investment loan, overdraft or revolving credit line, which can be used in case of liquidity problems.
The company pursues a conservative liquidity management policy, through which it constantly maintains an optimal liquidity cash reserve and good ability to finance its business activities. In order to control the risk, the Company monitors the timely payment of incurred liabilities. The company monitors and controls the actual and projected cash flows for periods ahead and maintains a balance between the maturity limits of the assets and liabilities.
For the reporting period the Company has not entered into transactions with interested parties.
The Company has not entered into any transactions with other Group companies that fall beyond their scope of regular business or that significantly deviate from the market conditions. The transactions with subsidiaries in the regular course of business are eliminated for the purposes of the consolidation.
The Company has new significant receivables during the reporting quarter. In connection with the sale of five subsidiaries to Link Mobility Group AS, the buyer did not fulfil its obligation to pay the remaining 20% of the price (BGN 3 053 thousand), which was due in August 2021 and as of the date of this report has not been paid. The management of the group have undertaken the necessary steps to collect the due amount.
The Company has new significant receivable that arose during the reporting quarter in relation to the sale of 3 daughter companies. On September 29, 2021 the Board of Directors of Allterco JSCo has approved the two-point Company has signed an agreement with Skylight Venture Capital Pte. Ltd., as a buyer, for the sale of the two-point participations of Allterco JSCo in the subsidiaries ALLTERCO PTE (Singapore), ALLTERCO SDN (Malaysia) and ALLTERCO Co., Ltd. (Thailand) (Share Purchase Agreement (SPA) at the following terms:
The transfer of the shares is subject to registration according to the applicable legislation in the country of registration of the respective company.
| Date | Volume | Turnover | Highest value | Lowest value | Opening value | Closing value |
|---|---|---|---|---|---|---|
| 30.09.2021 | 96202 | 1 786 979,700 | 20,800 | 17,100 | 17,400 | 20,600 |
| 31.08.2021 | 51497 | 900 197,700 | 17,900 | 16,900 | 17,700 | 17,400 |
| 30.07.2021 | 32713 | 578 825,400 | 18,400 | 16,600 | 17,100 | 17,700 |
| 30.06.2021 | 87283 | 1 476 797,500 | 17,900 | 15,800 | 15,900 | 17,100 |
| 31.05.2021 | 68960 | 1 026 272,200 | 16,000 | 13,700 | 14,400 | 15,900 |
| 29.04.2021 | 177039 | 2 312 406,600 | 14,900 | 11,000 | 11,100 | 14,400 |
| 31.03.2021 | 150097 | 1 477 504,850 | 11,100 | 9,000 | 9,200 | 10,900 |
| 26.02.2021 | 131599 | 1 190 116,700 | 9,450 | 8,750 | 8,850 | 9,200 |
| 29.01.2021 | 1040688 | 7 017 515,900 | 9,250 | 6,500 | 6,850 | 8,700 |
| Source: Investor.bg |
After the end of the reporting period, Allterco JSCo submitted to the FSC, the BSE and the public additional information.
| Date | NOTIFICATION |
|---|---|
| 07.10.2021 | The Company has announced to the FSC and to the Public the following information: |
| Hereby a reference is made to the Exemption Document for the purpose of admission to trading on a regulated market –the Frankfurt Stock Exchange – of 17 999 999 ordinary dematerialized shares of Allterco JSCo, ISIN BG1100003166, dated 7 June, 2021 (the Exemption Document"), prepared on the basis of the exemption from the obligation to publish a prospectus under Article 1, paragraph 5, point(j) of REGULATION (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). Herewith we inform you that in compliance with requirements of the administrative procedure for listing on the Frankfurt Stock Exchange, Allterco JSCo has published an updated version of the Exemption Document. On the basis of the said legal exemption is seeking for admission to trading on the Frankfurt Stock Exchange without a Prospectus, for which purpose a document with the content of in compliance with Article 7 ("Prospectus summary") of the Prospectus Regulation has been prepared, which document is intended to provide the key information that investors need in order to understand the nature and the risks of the Issuer and the securities which admission to trading on the regulated market in Germany is sought, and that is to be read to aid investors when considering whether to invest in these securities. The document is prepared in Bulgarian, English and German language and is available on the website of Allterco JSCo on the following address: - In Bulgarian at https://allterco.com/за-инвеститорите/публично-предлагане/2021-година/ - In English and German at https://allterco.com/en/for-investors/public-offering/year-2021/ The |
|
| admission to trading on the Frankfurt Stock Exchange is subject to an administrative procedure. |
|
| 11.10.2021 | The Company has announced to the FSC and to the Public the following information: |
|---|---|
| Based on preliminary consolidated data at the end of the third quarter of 2021, we hereby inform you of the following: Preliminary data as of September 30, 2021 show significant increase in revenue from sales of devices (including thereto related services) during the first nine months of 2021 (cumulative until 30 September 2021), reaching 37 822 thousand BGN which is an increase of 54.5% compared to the same period in 2020, as the revenue from sales of devices branded Shelly has increased by 61.7% and the revenue from sales of devices MyKi has decreased by 18.9 %. The decrease in sales revenue for MyKi branded devices is mainly due to the impact of the pandemic measures taken by the governments of a number of countries where the devices are being sold. The revue from sales of devices for the third quarter of 2021 has increased by 21.1 % (reaching to 11 652 thousand BGN) compared to the same period in 2020. The reported preliminary data include only data on revenue from sales of devices and related services. Following the transaction of the telecommunication business of Allterco in Asia in September 2021 the future financial reports of the company will not include revenue from VAS (value added services) services. The company will disclose final data on its financial results on a consolidated basis for the third quarter of 2021 within the statutory deadlines until November 29, 2021. |
|
| 15.10.2021 | The Company has announced to the FSC and to the Public the following information: |
| We hereby inform you that at its extraordinary session held on 15.10.2021, the General Meeting of Shareholders of Allterco JSCo adopted a resolution for amendments to the Statute of the company, according to the submitted draft as part of the written materials to the invitation. The amendments adopted include opportunities for capital increase through the issuance of warrants and convertible bonds, including by decision of the Board of Directors (limited for a certain period and to a certain amount) as well as the possibility for the Board of Directors to appoint an advisory board. The company will publish the minutes of the General Meeting within the legally established period. The adopted amendments and supplements to the Statute are subject to entry in the Commercial Register and the Register of Non-Profit Legal Entities. |
|
| 25.10.2021 | The Company has announced to the FSC and to the Public the following information: |
| We hereby inform you that the Board of Directors of Allterco JSC has decided to found a subsidiary company based in Germany - Allterco Europe GmbH. The German subsidiary will have its registered office in the city of Munich, Germany and capital of EUR 500 000, 100% owned by Allterco JSCo. As managers of the new company there were elected Mr. Wolfgang Kirsch, who has significant managerial experience in the European retail of consumer electronics, gained in some of the largest European retail chains for electronics and Mr. Mirche Atanasovski - longtime commercial director in the holding. The registration of a subsidiary company in Germany, which is one of the main European markets for Shelly branded IoT devices, is aimed to optimize the distribution, logistics and customer service, as well as to further develop the retail network in the country and to strengthen the brand's position. The new company is subject to registration procedures according to German law. |
|
| 29.10.2021 | The Company has announced to the FSC and to the Public the Financial Report of the Company on an individual basis for the third quarter of 2021. |
| 02.11.2021 | The Company has announced to the FSC and to the Public the following information: |
| Hereby a reference is made to the Exemption Document for the purpose of admission to trading on a regulated market –the Frankfurt Stock Exchange – of 17 999 999 ordinary dematerialized shares of Allterco JSCo, ISIN BG1100003166, dated 7 June, 2021 ("the Exemption Document"), prepared on the basis of the exemption from the obligation to publish a prospectus under Article 1, paragraph 5, point(j) of REGULATION (EU) 2017/1129 |
| of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). Herewith we inform you that in compliance with requirements of the administrative procedure for listing on the Frankfurt Stock Exchange, Allterco JSCo has published a second updated version of the Exemption Document. On the basis of the said legal exemption Allterco JSCo is seeking for admission to trading on the Frankfurt Stock Exchange without a Prospectus, for which purpose a document with the content of in compliance with Article 7 ("Prospectus summary") of the Prospectus Regulation has been prepared. The Exemption Document is intended to provide the key information that investors need in order to understand the nature and the risks of the Issuer and the securities which admission to trading on the regulated market in Germany is sought, and that is to be read to aid investors when considering whether to invest in these securities. The document is prepared in Bulgarian, English and German language and is available on the website of Allterco JSCo on the following addresses: - In Bulgarian at https://allterco.com/за-инвеститорите/публично предлагане/2021-година/ - In English and German at https://allterco.com/en/for investors/public-offering/year-2021/ The admission to trading on the Frankfurt Stock Exchange is subject to an administrative procedure |
|
|---|---|
| 03.11.2021 | The Company has announced to the FSC and to the Public the following information: |
| In reference to the registration process of listing of the shares of Allterco JSCo for trading on the Frankfurt Stock Exchange, that was started at the beginning of 2021, we hereby inform you that the company has received a confirmation of its compliance with the listing requirements. According to preliminary information, the indicative listing schedule envisages admission to trading of the shares of Allterco JSCo on the Frankfurt Stock Exchange on November 19, 2021 (Friday) and the first trading day on November 22, 2021 (Monday). Consultant of Allterco JSCo during the process of listing in Frankfurt is Expat Capital SA |
|
| 12.11.2021 | The Company has announced to the FSC and to the Public the following information: |
| Hereby a reference is made to the Exemption Document for the purpose of admission to trading on a regulated market –the Frankfurt Stock Exchange – of 17 999 999 ordinary dematerialized shares of Allterco JSCo, ISIN BG1100003166, dated 2 November, 2021 ("the Exemption Document"), prepared on the basis of the exemption from the obligation to publish a prospectus under Article 1, paragraph 5, point(j) of REGULATION (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. Herewith we inform you that in the Exemption Document there has been edited a technical mistake, that concerns the corporate structure of the company. In respect of the information provided with the document the mistake is not material in its nature. The document with the reflected editing is prepared in Bulgarian, English and German language and is available on the website of Allterco JSCo on the following addresses: - In Bulgarian at https://allterco.com/за инвеститорите/публично-предлагане/2021-година/ - In English and German at https://allterco.com/en/for-investors/public-offering/year-2021/ |
|
| 19.11.2021 | The Company has announced to the FSC and to the Public the following information: |
| Herewith we inform you that in compliance with Art. 34a of the Statute of the Company, adopted by the General Meeting of the Shareholders on 15.10.2021, the Board of Directors of Allterco JSCo has decided to establish an Advisory Board chaired by Mr. Gregor Bieler. The objective of the formation of the Advisory Board is to attract professionals with international experience to support the business growth in terms of sales, management capacity, and operational processes. These are of importance for the development of the |
company, its recognition on the international market, and the increasing of its credibility with the investors. The choice of Gregor Bieler as the chairman of the company's advisory body was provoked by his expertise in business transformations in international companies specialized in digital technologies. Gregor Bieler has been CEO of Aparavi Software AG since April 2021 and is one of the most respected leaders and pioneers of digital business and culture transformation. With more than 15 years of experience in digital business, his journey began in 1991 by co-founding Waycom Informationssysteme, an ERP systems service provider. Among other roles, Bieler was VP in Sales & Marketing at Logitech Europe, bringing significant growth to the company through a tactical repositioning of its Consumer Electronics & E-Commerce division. He also transformed payment processor PayPal into a customer-centric e-commerce and market-leading online payment service provider as Vice President and Managing Director. Until 2021, Bieler was a member of the Executive Board and General Manager at Microsoft Germany GmbH, where he was responsible for the partner business. Through his strategic as well as analytical solutions, Bieler helped the group achieve an extraordinary track record in Microsoft Sales & Marketing history - from licensing to solution sales and 100% cloud business growth several years in a row. Through special achievements, Bieler received the "IT Channel Manаger of the Year" award twice in a row. As an entrepreneur and founder, Bieler also advises numerous companies as a board member. These include leading companies such as GlobalLogic, Dustin, ATOSS Software AG, ROBUR Industry Service Group GmbH and numerous others
In relation with the contract signed between Allterco JSCo and Skylight Venture Capital Pte. Ltd., Singapore for the sale of 3 subsidiaries of Allterco, The Company has received the first payment amounting to 50% of the agreed purchase price.
he Board of Directors of Allterco ha staken a decision to establish a subsidiary in Germany - Allterco Europe GmbH. The German company will have its registered office and registered address in. Munich, Germany and a capital of EUR 500 000, 100% owned by Alterco S.A. The company is subject to registration under the German law.
On the basis of the exemption from the obligation to publish a prospectus under Article 1, paragraph 5, point(j) of REGULATION (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") Allterco JSCo has published an Exemption document together with all its amendments. As of 22.11.2021
The document is prepared in Bulgarian, English and German language and is available on the website of Allterco JSCo on the following address:
Based on the said legal exemption on 19.11.2021 the shares of Allterco JSCo were admitted to trading on the Frankfurt Stock Exchange with first date of trading 22.11.2021 and WKN A2DGX9, ISIN BG1100003166, ticker A4L.
As of November 22, 2021 the shares of Allterco a traded on two regulated markets – Bulgarian Stock Exchange and Frankfurt Stock Exchange.
In compliance with Art. 34a of the Statute of the Company, adopted by the General Meeting of the Shareholders on 15.10.2021, the Board of Directors of Allterco JSCo has decided to establish an Advisory Board chaired by Mr. Gregor Bieler.
The objective of the formation of the Advisory Board is to attract professionals with international experience to support the business growth in terms of sales, management capacity, and operational processes.
The management of Allterco continues successfully to apply a number of stabilization measures by which to limit the possible negative impact of the situation on the personnel and the financial state of the Company. As a result of those measures (introduction of hybrid ways of work for the employees within the Group, timely resource provision with key components for production) during the reported period there are no signs for worsening of Group's financial position and the Company anticipates this trend to be kept for the next quarters.
The successful increase in the capital of the Company in Bulgaria during the last quarter of 2020 further increased the financial stability of the group. In addition, the shareholders of the company increased significantly and this led to the inclusion of the company's shares in the SOFIX index of the BSE, as of March 2021.
During the reporting period Allterco JSCo has increased its share capital through a public offering of new shares, which in addition will improve the financial stability of the Group.
Date: November 25, 2021
For ALLTERCO JSCo:
Dimitar Dimitrov CEO
| ASSETS | Notes | September 30, 2021 |
December 31, 2020 |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 3.01 | 4930 | 5 0 6 2 |
| Intangible assets | 3.02 | 4016 | 3 643 |
| Assets with right of use | 3.03 | 120 | 46 |
| Goodwill | 3.04 | 160 | 2801 |
| Other long-term capital investments | 3.05 | 4 5 4 3 | 6 5 6 6 |
| Investments in associated companies | 8 | ||
| Trade receivables | 3.08 | 2 0 5 4 | |
| Deferred tax assets | 3.06 | 481 | 485 |
| Total non-current assets | 16 3 12 | 18 603 | |
| Current assets | |||
| Inventory | 3.07 | 3 2 6 6 | 3 6 6 0 |
| Trade receivables | 3.08 | 23 578 | 13 948 |
| Other receivables | 3.09 | 1 500 | 709 |
| Cash and cash equivalents | 3.10 | 26 0 24 | 26 050 |
| Prepaid expenses | 3.11 | 70 | 42 |
| Total current assets | 54 438 | 44 409 | |
| Non-current assets classified as held for sale and assets included in disposal groups classified as held for sale |
2681 | ||
| TOTAL ASSETS | 70 750 | 65 693 |
| LIABILITIES | Notes | September 30, 2021 |
December 31, 2020 |
|---|---|---|---|
| Non-current liabilities | |||
| Bank loans | 3.12 | 2 1 3 6 | 2518 |
| Lease liabilities | 3.13 | 111 | 31 |
| Total non-current liabilities | 2 2 4 7 | 2549 | |
| Current liabilities | |||
| Current share of bank loans | 3.12 | 544 | 511 |
| Current share of lease liabilities | 3.13 | 50 | 75 |
| Trade payables | 3.14 | 1851 | 1 548 |
| Payables to employees | 3.15 | 151 | 194 |
| Social-security liabilities | 100 | 96 | |
| Tax liabilities | 3.16 | 1757 | 395 |
| Other liabilities | 3.17 | 684 | 765 |
| Prepaid revenue | 119 | 89 | |
| Total current liabilities | 5256 | 3 673 | |
| Liabilities related to non-current assets classified as held | |||
| for sale and assets included in disposal groups classified | 2635 | ||
| as held for sale | |||
| TOTAL LIABILITIES | 7503 | 8857 | |
| EQUITY | |||
| Registered capital | 3.18 | 18 000 | 18 000 |
| Retained earnings | 3.19 | 33 615 | 26 938 |
| Reserves | 3.20 | 1800 | 1 500 |
| Reserve from issue of shares | 3.21 | 5 4 0 3 | 5 703 |
| Other comprehensive income | 3.22 | 4698 | 4849 |
| Treasury shares | (289) | (138) | |
| Foreign exchange rate differences from translation of financial statements of foreign operations |
20 | 280 | |
| Equity attributable to the holders of the parent- company's equity |
63 247 | 57 132 | |
| Minority interest | (296) | ||
| TOTAL EQUITY | 63 247 | 56836 | |
| TOTAL LIABILITIES AND EQUITY | 70 750 | 65 693 |
| Notes | 30 September 2021 |
30 September 2020 |
|
|---|---|---|---|
| Revenue from sale | 4.01 | 38 521 | 29 3 6 4 |
| Cost price of sales | 4.01 | (18444) | (15122) |
| Gross profit | 20 077 | 14 24 2 | |
| Other operating income | 4.02 | 555 | 54 |
| Sales and marketing expenses | 4.03 | (1830) | (1236) |
| Administrative expenses | 4.04 | (7368) | (6286) |
| Other operating expenses | 4.05 | (221) | (243) |
| Profit from operating activities | 11 213 | 6531 | |
| Financial income | 4.06 | 250 | |
| Financial expenses | 4.07 | (104) | (480) |
| Profit from the ordinary activities | 11 359 | 6 0 51 | |
| Profit before tax on profit | 11 359 | 6 051 | |
| Corporate profit tax income (expense) | (1313) | (851) | |
| Profit for the period from continuing operations | 10 046 | 6 1 2 6 | |
| Profit/(loss) for the period from discontinued operations |
(926) | ||
| Net profit | 10 046 | 5200 | |
| Other comprehensive income: | |||
| Items that can be reclassified to the profit or loss | |||
| From other long-term capital instruments | (1894) | ||
| Foreign exchange rate differences from translation of | |||
| statements of foreign operations | 20 | 25 | |
| Other comprehensive income for the period, after taxation |
(1874) | 25 | |
| TOTAL COMPREHENSIVE INCOME FOR THE | |||
| PERIOD | 8 1 7 2 | 5 2 2 5 | |
| Net profit attributable to: | |||
| Owners of the Parent-company | 10 046 | 5 3 3 4 | |
| Minority interests | (134) | ||
| Other comprehensive income attributable to: | |||
| Owners of the Parent-company | (1874) | 53 | |
| Minority interests | (28) | ||
| Total comprehensive income attributable to: | |||
| Owners of the Parent-company | 8 1 7 2 | 5387 | |
| Minority interests | (162) | ||
| Net income per share | 0.569 | 0.347 |
| Registere d capital |
Retained earnings |
Share premiu $\mathbf{m}$ reserves |
Reserve S |
Treasur y shares |
Other comprehe nsive income |
Foreign exchange rate differences from translation of fin. Stat. of foreign operations |
Total | Minority interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2020 | 15 000 | 13 531 | $\sim$ | 1500 | $\overline{\phantom{a}}$ | 182 | 30 213 | 123 | 30 336 | |
| Capital increase | 3 000 | $\overline{\phantom{a}}$ | 6 0 0 0 | Ù, | 9 0 0 0 | $\overline{\phantom{a}}$ | 9 0 0 0 | |||
| Expenses related to the increase of the capital |
$\overline{\phantom{a}}$ | (297) | (297) | ٠ | (297) | |||||
| Total comprehensive income for the period |
15 14 1 | $\blacksquare$ | 15 14 1 | (419) | 14 722 | |||||
| Profit/(loss) for the period from discontinued operations |
(1284) | à. | ٠ | ¥. | (1284) | ÷. | (1284) | |||
| Other comprehensive income | 4 8 4 9 | 98 | 4947 | (11) | 4936 | |||||
| Distribution of dividends | (450) | ü, | (450) | (450) | ||||||
| Change in minority interest | × | 11 | 11 | |||||||
| Treasury shares | (138) | (138) | $\overline{a}$ | (138) | ||||||
| Balance as of December 31, 2020 | 18 000 | 26938 | 5703 | 1500 | (138) | 4849 | 280 | 57 132 | (296) | 56836 |
| Balance as of January 1, 2021 | 18 000 | 26 938 | 5703 | 1500 | (138) | 4849 | 280 | 57 132 | (296) | 56836 |
| Change in value of treasury shares | ÷ | $\overline{\phantom{0}}$ | $\blacksquare$ | $\blacksquare$ | (151) | ۰ | $\overline{\phantom{a}}$ | (151) | $\sim$ | (151) |
| Transfer to reserves | (300) | 300 | $\ddot{\phantom{0}}$ | $\blacksquare$ | ||||||
| Distribution of dividends | (3600) | $\blacksquare$ | ×. | $\ddot{\phantom{0}}$ | (3600) | $\blacksquare$ | (3,600) | |||
| Net profit for the period | 10 04 6 | 10 04 6 | $\blacksquare$ | 10 04 6 | ||||||
| Effect from the sale of subsidiaries | 231 | 1743 | (280) | 1694 | 296 | 1990 | ||||
| FX effect from translation of financial report of foreign subsidiaries |
20 | 20 | 20 | |||||||
| Other comprehensive income | (1894) | (1894) | $\blacksquare$ | (1894) | ||||||
| Balance as of June 30, 2021 | 18 000 | 33 615 | 5 4 0 3 | 1800 | (289) | 4698 | 20 | 63 247 | $\frac{1}{2}$ | 63 247 |
| Notes | 9 months of 2021 |
9 months of 2020 |
|
|---|---|---|---|
| Cash flows from operating activity | |||
| Proceeds from clients | 35 750 | 30 371 | |
| Payments to suppliers | (24261) | (20350) | |
| Payments for taxes | (1735) | (2154) | |
| Paid corporate tax | (418) | (1094) | |
| Payments to employees and social security | (4576) | (4136) | |
| Cash flow from positive (negative) exchange rate differences | 70 | (124) | |
| Other proceeds/payments, net | (88) | (185) | |
| Net cash flows from operating activities | 4742 | 2 3 2 8 | |
| Cash flow from investment activities | |||
| Cash flows related to non-current tangible and intangible assets | (841) | (2198) | |
| Cash from sale of fixed assets | 42 | 10 | |
| Purchase of investments | (8) | ||
| Other income / payments, net | 4 | ||
| Net cash flows from investment activities | (807) | (2192) | |
| Cash flow from financing activities | |||
| Financial leasing payments | (54) | (82) | |
| Loans received | 880 | ||
| Loans paid | (375) | (333) | |
| Cash flows related to interest and commissions | (54) | (58) | |
| Dividend paid | (3436) | ||
| Other income / payments, net | (42) | (19) | |
| Net cash flow from financing activities | (3961) | 388 | |
| Net increase in available cash and cash equivalents for the period |
(26) | 524 | |
| Available cash and cash equivalents in the beginning of the period | 26 050 | 10 931 | |
| Available cash and cash equivalents at the end of the period | 3.10 | 26 024 | 11 455 |
| Available cash, assets held for sale | (105) | ||
| Available cash and equivalents at the end of the period | 26 024 | 11350 |
| 1. | Information about the Group 9 | |
|---|---|---|
| 1.1. | Legal status 9 | |
| 1.2. Ownership and Management 9 | ||
| 1.3. Scope of Activities 10 | ||
| 2. | Basics of accounting policies of the Group 11 | |
| 2.1. | Basis for Preparation of the Annual Consolidated Financial Statements 11 | |
| 2.2 | Initial application of new and amended IFRSs in force for the current reporting period 11 | |
| 2.3 | Basis of preparation of the Consolidated Financial Statements 13 | |
| 2.4 | Comparative data 14 | |
| 2.5 | Functional currency and recognition of currency exchange rate differences 14 | |
| 2.6 | Transactions and balances 14 | |
| 2.7 | Assumptions 15 | |
| 2.8 | Subsidiaries and associated companies 15 | |
| 2.9 | Non-current assets classified as held for sale and assets included in disposal groups classified as held for sale | |
| 16 | ||
| 2.10 | Minority interest 16 | |
| 2.11 | Consolidation 16 | |
| 2.12 | Revenues 17 | |
| 2.13 | Expenses 19 | |
| 2.14 | Property, plant and equipment 19 | |
| 2.15 | Other long-term capital investments 21 | |
| 2.16 | Investments in Associated companies 22 | |
| 2.17 | Lease 22 | |
| 2.18 | Provisions 23 | |
| 2.19 | Inventory 23 | |
| 2.20 | Pension and other payables to employees 24 | |
| 2.21 | Share capital 25 | |
| 2.22 | Cash and cash equivalent 27 | |
| 2.23 | Financial instruments 27 | |
| 2.24 | Judgments that are crucial in applying accounting policies of the Group. Key high uncertainty estimates and | |
| assumptions 30 | ||
| 2.25 | Fair value 31 | |
| 3. Notes to the consolidated statement of financial position 33 | ||
| 3.01. | Property, plant and equipment 33 | |
| 3.02. | Intangible assets 34 | |
| 3.03. | Assets with right of use 34 | |
|---|---|---|
| 3.04. | Goodwill 35 | |
| 3.05. | Other long-term capital investments 36 | |
| 3.06. | Deferred tax assets 36 | |
| 3.07. | Inventory 36 | |
| 3.08. | Trade receivables 37 | |
| 3.09. | Other receivables 37 | |
| 3.10. | Cash and cash equivalents 37 | |
| 3.11. | Prepaid expenses 38 | |
| 3.12. | Bank loans 38 | |
| 3.13. | Lease 39 | |
| 3.14. | Trade payables 39 | |
| 3.15. | Payables to employees 39 | |
| 3.16. | Tax liabilities 40 | |
| 3.17. | Other liabilities 40 | |
| 3.18. | Registered capital 40 | |
| 3.19. | Retained earnings 41 | |
| 3.20. | Reserves 41 | |
| 3.21. | Reserve from issue of shares 42 | |
| 3.22. | Other comprehensive income 42 | |
| 4. | Notes to the consolidated statement of comprehensive income 42 | |
| 4.01. | Sales revenue and cost price of sales 42 | |
| 4.02. | Other operating income 42 | |
| 4.03. | Sales and marketing expenses 42 | |
| 4.04. | Administrative expenses 43 | |
| 4.05. | Other operating expenses 43 | |
| 4.06. | Financial income 44 | |
| 3.01. | Financial expenses 44 | |
| 5. | Contingent liabilities and commitments 44 | |
| 6. | Transactions with related entities 45 | |
| 7. | Financial instruments by category 45 | |
| 8. | Financial risk management 46 | |
| 9. | Fair value 52 | |
| 10. | Other disclosures 53 | |
| 11. | Events after the date of the financial statements 53 |
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021 Unless otherwise stated, all amounts are in BGN thousand.
Allterco JSCo (the mother company), Sofia, is entered in the Commercial Register of the Registry Agency with UIC as per Bulstat (Unified Identification Code as per the Bulgarian Statistical Register): 201047670 and LEI code 8945007IDGKD0KZ4HD95. The company is with registered office and address of management in Sofia 1407, 103, Cherni Vrah Blvd. The initial registered capital was BGN 5,488,000 (five million four hundred and eighty-eight thousand), distributed in 5,488,000 ordinary registered voting shares with nominal value of BGN 1.00 each. At the end of 2015, the capital was increased to BGN 13,500 thousand through cash and non-cash contributions. At the end of 2016, the capital was increased to BGN 15,000 thousand after the successful Initial Public Offering on the Bulgarian Stock Exchange. In 2020, the capital was increased to BGN 18,000 thousand as a result of a procedure for Secondary Public Offering of a new issue of shares. The public offering of shares was carried out in the period September 28, 2020 – October 30, 2020 on the basis of a Prospectus, together with the supplements to it, confirmed by the Financial Supervision Commission with Decision № 148-F of February 18, 2020, Decision № 405-E of June 11, 2020, Decision № 601-E of August 13, 2020 and Decision № 791-E of October 29, 2020.
The company is managed and represented by Svetlin Todorov and Dimitar Dimitrov jointly and separately.
The Allterco Group includes Allterco JSCo. (the parent-company) and its subsidiaries, in which the parent-company has a direct or indirect controlling interest. Allterco JSCo. is a public company under the Public Offering of Securities Act.
The distribution of the share capital of the company Allterco JSCo. as of 30 September 2021, is as follows:
| Name | Number of shares: |
% in the capital |
|---|---|---|
| Svetlin Todorov | 5 847 120 | 32.48% |
| Dimitar Dimitrov | 5 847 120 | 32.48% |
| Persons holding less than 5% of the capital |
Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise stated, all amounts are in BGN thousand.
| Other physical persons and legal entities | 6 305 759 | 35.04% |
|---|---|---|
| Total | 17 999 999 | 100.00% |
Allterco JSCo. is managed and represented by Svetlin Todorov and Dimitar Dimitrov.
Members of the Board of Directors are:
The scope of activities of Allterco JSCo includes the acquisition, management, evaluation and sale of participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, evaluation and sale of patents, assignment of licenses for use of patents to companies in which the Company participates; financing of companies in which the Company participates.
The scope of activities of group companies includes development, production and trade with IoT (Internet of Things) devices and management of real estate owned by the Group.
As of September 30, 2021 and December 31, 2020 the Group included Allterco JSCo. and the following subsidiaries:
| September 30 2021 |
December 31 2020 |
|
|---|---|---|
| Name of the company | Percentage of participation |
Percentage of participation |
| In the country | ||
| ALLTERCO TRADING OOD (Ltd.) | 100% | 100% |
| ALLTERCO ROBOTICS EOOD (Solely-owned LLC) | 100% | 100% |
| ALLTERCO PROPERTIES EOOD (Solely-owned LLC) |
100% | 100% |
| September 30 2021 |
December 31 2020 |
|
|---|---|---|
| Name of the company | Percentage of participation |
Percentage of participation |
| Abroad | ||
| ALLTERCO PTE LTD., Singapore | 100% | 100% |
| ALLTERCO SDN LTD., Malaysia | 100% | 100% |
| ALLTERCO CO. LTD, Thailand | 49% | 49% |
| GLOBAL TERACOMM INC, USA | 100% | 100% |
Unless otherwise stated, all amounts are in BGN thousand.
In the beginning of 2021 Allterco JSCo. acquired a stake in newly established (associated) company in China – Allterco Asia Ltd., with a seat and office in Shenzhen. The registered share capital of the newly registered company is CNY 100 000. Allterco acquired 30% stake and holds an option to acquire additional up to 50% extending its total shareholding up to 80%.
In September 2021 Allterco sold its participation in the capital of 3 Asian subsidiaries. See p. 2.9 for more details about the deal.
The accounting policy defines the initial assumptions, principles, rules, bases and procedures adopted by Allterco JSCo. and its subsidiaries, hereinafter referred to as the Companies (the Group), for accounting the activities of the companies and for presenting the information in the consolidated financial statements.
The accounting policy is applied by the Group for the preparation of the interim and annual financial statements.
The accounting policy has been developed in accordance with the requirements of the International Financial Reporting Standards (IFRS) and the International Accounting Standards (IAS), issued by the International Accounting Standards Board (IASB), and the interpretations on their application developed by the IFRS Interpretation Committee (IFRIC) adopted by the European Union.
The Group meets the criterion of a public interest entity and the current consolidated financial statements have been prepared in accordance with the International Accounting Standards, an issue of the International Accounting Standards Board, and adopted for application by the European Union.
As of September 30, 2021 IASs include the International Accounting Standards (IAS), the International Financial Reporting Standards (IFRSs), Interpretations of the Standing Interpretation Committee and Interpretations of the IFRS Interpretation Committee. The IAS Board reissues annually the standards and explanations thereof, which, after being formally approved by the European Union, are valid for the year for which they were issued. However, many of them are not applicable to the group companies' business because of the specific issues that are addressed in them.
The management of the Company has complied with all standards and explanations that are applicable to its activities and that have been officially accepted for application by the EU as of the date of preparation of these consolidated financial statements.
Unless otherwise stated, all amounts are in BGN thousand.
The IASB issued the revised Conceptual Framework for Financial Reporting on March 29, 2018, which is effective for annual periods beginning on or after January 1, 2020. The Conceptual Framework sets out a comprehensive set of concepts for financial reporting, standards setting, and a guide for compilers of financial statements in developing consistent accounting policies and assisting others in their efforts to understand and interpret standards. The main changes introduced in the revised conceptual framework for financial reporting relate to valuation, including the factors to be considered in selecting an assessment basis, and presentation and disclosure, including income and expenses to be classified in another comprehensive revenue. The conceptual framework also provides updated definitions of assets and liabilities and criteria for their recognition in the financial statements.
The amendments are effective for annual periods beginning on or after January 1, 2020. The amendments clarify the minimum business requirements and narrow the definition of business. The amendments also remove the assessment of whether market participants can replace missing elements, add guidelines to assist companies in assessing whether an acquired process is significant and introduce an optional test that allows for a simplified assessment of whether a set of activities and assets is a business or not.
The amendments are effective for annual periods beginning on or after January 1, 2020. The amendments clarify the definition of "material" and how it should be applied, aligning the definition used in the conceptual framework and standards. The amendments also specify that materiality will depend on the nature or importance of the information.
The amendments are effective for annual periods beginning on or after January 1, 2020 and should be applied retrospectively. In September 2019, the IASB issued amendments to IFRS 9, IAS 39 and IFRS 7, thus completing the first phase of its work to address the effects of interbank offered rate (IBOR) reform on financial reporting. The second phase will focus on issues that may affect financial reporting when an existing base interest rate is replaced by a risk-free interest rate (RFR).
The explanatory notes constitute an integral part of the attached consolidated financial statements. The published amendments refer to issues affecting financial reporting in the period before the replacement of an existing base interest rate with an alternative interest rate and address the implications for specific hedge reporting requirements in IFRS 9 Financial Instruments and IAS 39 Financial Instruments: Recognition and Measurement that require perspective analysis. The amendments provided temporary relief
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
applicable to all hedging relationships that are directly affected by the base interest rate reform, allowing hedge accounting to continue during the period of uncertainty before replacing an existing base rate with an alternative, almost risk-free interest rate. There are also amendments to IFRS 7 Financial Instruments: Disclosures, about Additional Disclosures concerning the uncertainty arising from the base interest rare reform.
Effective for annual reporting periods beginning on or after June 1, 2020
The amendment provides lessees with an exemption depending on whether rental discounts in the context of Covid-19 constitute a change in the lease.
These consolidated financial statements have been prepared on a historical cost basis and in accordance with the requirements of the accrual basis, going concern, prudence, comparability of income and expenses, consistency of presentation.
The financial statements, except for the cash flow statement, are prepared on an accrual basis. On this basis, the effects of transactions and other events are recognized at the time of their occurrence and not when the cash or cash equivalents will be paid. They are recorded in the accounting records and accounted in the financial statements for the periods to which they relate.
✓ Going concern
The consolidated financial report of the Group is prepared in accordance with going-concern principle, which assumes that the Group will continue its operations in foreseeable future.
The management of the Group has made and analysis on ne effects from the ongoing crisis and assessed the related risks. The crisis triggered by the Covid-19 pandemic did not affect neither the scope of activities of the Group nor the volume of the business. On the contrary, the volume of the business increased. The revenues of the Group increased significantly compared to previous year.
The main scope of activities of the Group – production and trade with IoT devices in two product lines (Myki and Shelly), as well as the continuing R&D activities are not affected by the Covid-19 crisis. The management believes that the continuing spread of Covid-19 does not have a significant effect on the activities of the Group and on the application of going-concern principle, which is used for the preparation of the current financial statements, will continue to be applicable. As of the date of approval of the current consolidated financial report the management of the Group continue to apply measures in order to continue
Unless otherwise stated, all amounts are in BGN thousand.
its operations without any breaks while strictly following the instructions of the state authorities.
In this consolidated financial report, the Group presents comparative data for the previous year (period).
When necessary, the comparative data is reclassified (or recalculated) in order to obtain comparability between the data in the current and previous periods.
The accounting currency for the presentation of the elements of the consolidated financial statements is the Bulgarian Lev (BGN), which is the functional currency of Allterco JSCo.
The data in the elements of the consolidated financial statements and the notes thereto are presented in thousands of BGN, unless explicitly stated otherwise. When presented in the financial statements and the explanatory notes, amounts over BGN 500 are rounded to BGN 1 thousand.
The Group's companies keep their accounting records in the functional currency of the country in which they operate. The effects of exchange rate differences related to the settlement of foreign currency transactions or the accounting of foreign exchange transactions at rates other than those at which they were initially recognized are included in the statement of comprehensive income at the time they occur, are treated as "other operating income and loss" and are presented net, except for those related to investments and loans denominated in foreign currency, which are presented as "investment income" and "financial expenses". Non-monetary assets and liabilities initially denominated in foreign currencies should be translated to the functional currency using the historical exchange rate at the date of the transaction and subsequently not revaluated at the closing exchange rate.
A transaction with foreign currency is recognized initially in the functional currency by applying the foreign currency exchange rate (spot) between the functional currency and the foreign currency at the time of the transaction or operation.
At each date of financial statement preparation:
(a) monetary positions, receivables and payables denominated in foreign currency are recalculated into the functional currency using the exchange rate published by the BNB on the last business day of the month of the report;
(b) non-monetary items held at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction, if an exchange rate other than that of the transaction (average monthly, daily or other) is applied; and
The explanatory notes constitute an integral part of the attached consolidated financial statements. (c) non-monetary items held at fair value in a foreign currency are recalculated using the exchange
Unless otherwise stated, all amounts are in BGN thousand.
rates at the date when the fair value was determined.
Foreign currency exchange differences are recognized in accordance with IAS 21 the Effects of Changes in Foreign Exchange Rates.
The items of the statement of financial position and statement of comprehensive income of foreign companies of the Group, using a functional currency other than Bulgarian lev, are translated into BGN to be included in the consolidated statement of the group as follows
The cumulative amount of these exchange rate differences is presented in a separate component of equity until the foreign operation is released.
The presentation of financial statements in accordance with International Financial Reporting Standards requires the management to make the best estimates, accruals and reasonable assumptions that have an effect on the reported values of assets and liabilities, of income and expenses, and of the disclosure of contingent receivables and liabilities as of the date of financial statements. These estimates, accruals and assumptions are based on information available at the date of preparation of the financial statements, and therefore future actual results may differ. Some estimates may involve a higher degree of subjective judgment or complexity or where the assumptions and the accounting estimates are material to the consolidated financial statements.
Subsidiaries are the entities over which Allterco JSCo. exercises control as defined in IFRS 10 Consolidated Financial Statements.
The parent-company (the investor) controls the investee company if it has:
Subsidiaries are considered controlled starting from the date on which control is acquired by the Group and they cease to be consolidated on the date when the control have been lost.
Associated company is a company in which the Group has significant influence on decisions regarding
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
operating and financial policies of the company, but without being able to fully control those policies.
During 2019 the Group's management decided to sell certain subsidiaries. In accordance with the requirements of IFRS 5 Non-current assets held for sale in the accompanying consolidated financial statements for 2020 the assets, related liabilities and financial results are presented as subject to immediate sale.
The Group did not recognize impairment in respect of assets held for sale and related liabilities.
As of 30 September 2021, Allterco JSCo. has finalized a deal with Skylight Venture Capital Pte. Ltd., Singapore for the sale of 3 subsidiaries with the following terms:
Sales price: 2 100 000 EUR;
Payment terms: i. 50 % - after signing the SPA and the Buyer issues a letter to the Seller that all conditions for completion of the deal are met; ii. 25 % - within 18 after completion; iii. 25 % - within 36 months after completion.
Following the sale of the 3 subsidiaries the Group reports a profit at the amount of BGN 201 thousand, shown in the statements of comprehensive income as financial income.
Minority interest is valued at the proportionate share of identifiable net assets at the acquisition date.
The consolidated financial statements of the group include the financial statements of the parent company and the subsidiaries. All assets, liabilities, capital, income, expenses and cash flows of the group companies are presented as such as they belong to just one entity.
Subsidiaries are those entities that are controlled by the parent company. Control occurs when the parent company exercises its rights on variable return arising from its participation in the subsidiary's capital and has the ability to influence this return from investment through its power. The consolidated financial statements have been prepared following the same accounting policies with respect to similar transactions and business facts of all companies in the group. All mutual interests, as well as significant internal transactions, balances and unrealized gains in the Group are eliminated and the financial statements are prepared using the full consolidation method. The financial results of operations of the subsidiaries are included in the consolidated financial statements from the date of acquisition of control over them and cease to be consolidated from the date on which such control is lost. When a subsidiary is acquired as a result of an internal group restructuring, its net assets and financial result are included from the beginning of the earliest accounting period presented in the financial statements.
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
Revenue from sales and operating expenses has been accrued at the time of their occurrence, regardless of cash receipts and payments. The accounting and recognition of revenue and expenses should be carried out in compliance with the requirement for a cause-consequence connection between them.
Revenue is measured at the fair value of the remuneration received or to be received or paid, less any discounts provided.
The Group recognizes revenue when the amount of revenue can be measured reliably, when it is possible for the Group to obtain future economic benefits, and when it meets specific criteria for each of the Group's activities, as specified below.
Amounts collected on behalf of third parties, such as sales taxes and value added tax, are excluded from revenue.
Revenues in the Group are recognized when the control over the goods and/or services promised in the contract with the customer are transferred to the customer. The control is transferred to the customer upon fulfilment of the contractual obligations by transferring the promised goods and/or rendering the promised services as in general the Group generally controls the goods or services before transferring them to the customer.
The Group recognizes revenue when it meets its obligations under the terms of the contract, by transferring the promised service to the customer. An asset (good or service) is recognized as transferred after the customer obtains control over that asset.
There is a contract with a customer only when upon its entry into force it:
A contract for which one of the above criteria has not yet been met is subject to a new evaluation in each reporting period. Remuneration received under such a contract is recognized as a liability (liability under the contract) in the Statement of financial position until:
✓ all criteria for recognition of a contract with a customer are met;
The explanatory notes constitute an integral part of the attached consolidated financial statements. ✓ the company has fulfilled its obligations and has received all or almost all of the
Unless otherwise stated, all amounts are in BGN thousand.
remuneration (which is not refundable); and / or
✓ when the contract is terminated and the remuneration received is not refundable.
In the initial evaluation of its contracts with customers, the Company makes an additional analysis and assessment of whether two or more contracts should be considered in their combination and should be reported as one and respectively whether the promised goods and / or services in each individual and / or combined contract must be accounted for as one and / or more performance obligations.
Any promise to transfer goods and / or services that are distinguishable (themselves and in the context of the contract) is accounted for as a single performance obligation.
The Company recognizes revenue for each individual obligation to perform within an individual contract with a customer by analyzing the type, term and conditions for each specific contract.
The revenue is measured on the basis of the transaction price determined for each contract.
The transaction price is the amount of the remuneration to which the Company expects to be entitled, except for the amounts collected on behalf of third parties. In determining the transaction price, the Company takes into account the terms of the contract and its usual commercial practices.
The transaction price usually includes a fixed sale price, according to a general or customer price list.
The Variable remuneration is included in the transaction price only to the extent that it is highly probable that no significant adjustment will be made to the amount of revenue recognized cumulatively.
The company reports revenues from services, complying with the commitments under the contract. Revenues from services are reported upon final completion of the services (by sites) recognized as performed.
Other income and revenues are recognized when the right to receive them is established.
The Group companies apply IFRS 15 and the management carefully examines its trade practices for possible changes at the time of revenue recognition, performing an in-depth analysis of the contracts entered into, except for the simplest ones. As a result, the management has determined that the new revenue recognition framework do not lead to change in the accounting policy applied so far. No change in the obligations for performance and the distribution of the price of the contracts and recognition of revenues is needed.
The explanatory notes constitute an integral part of the attached consolidated financial statements. Depending on the nature of the activity and the contracts with the clients, the management has
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
assessed the categories of revenue breakdown and has disclosed them in Note 4.01.
The expenses of the Group are recognized at the time of their occurrence and on the basis of the accrual and comparability principles. Expenses are recognized when there is a decrease in future economic benefits associated with a decrease in an asset or an increase in a liability that can be measured reliably. Recognition of expenses for the current period is made when revenue is accrued. An expense is recognized immediately in the income statement when the expense does not create future economic benefits or when and to the extent that future economic benefits do not meet the requirements or cease to meet the requirements for recognition of an asset in the statement of financial position. Expenses are accounted for on an accrual basis and are comparable to recognized revenue. They are measured at the fair value of the remuneration paid or pending for payment.
Expenses for future periods shall be deferred for recognition as current expenses in the period in which the obligations under the contracts to which they refer, would be performed.
Financial expenses consist of interest expenses and other direct costs related to loans as well as bank fees and losses from foreign currency exchange.
Property, plant and equipment (non-current tangible assets) are presented in the financial statements at acquisition cost (cost price) less accumulated depreciation and impairment losses.
Upon initial acquisition, property, plant and equipment are evaluated at acquisition cost (cost price), which includes the purchase price, including customs charges and any directly attributable costs of bringing the asset to working condition. The direct costs are as follows: costs of site preparation, costs of initial delivering and handling, installation costs, costs for personnel remuneration fees related to the project, nonrefundable taxes, etc.
When acquiring property, plant and equipment on a deferred payment basis, the purchase price is equivalent to the present value of the liability, discounted on the basis of the interest rate on the borrowed resources of the company with a similar maturity and purpose. The difference between the cash price equivalent and the general payment is recognized as interest over the course of the loan unless it is capitalized in accordance with IAS 23.
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
The approach chosen by the Group for the subsequent evaluation of property, plant and equipment is the acquisition cost model - less any subsequent depreciation and any accumulated impairment losses.
For all other classes of non-current tangible assets, the company has applied the acquisition cost model.
The Company uses the straight-line method of depreciation of non-current tangible assets. Depreciation of assets begins when they are available for use. The useful life by groups of assets is determined in accordance with: physical wear and tear, specifics of the equipment, future intentions for use and actual obsolescence.
| The useful life by classes of assets is as follows: | |
|---|---|
| Vehicles | 4 years |
| Computer equipment | 2-5 years |
| Office equipment | 3- 6,67 years |
| Other non-current tangible assets | 6,67 years |
The determined useful life of non-current tangible assets is reviewed at the end of each year and, if significant deviations are found against future expectations for the useful life of the assets, it is adjusted prospectively.
The book value of an item of property, plant and equipment is written off: when it is sold, when no other economic benefits are expected from its use, or when it is identified as missing.
Profits or losses arising on the write off of an item of property, plant and equipment are included in the statement of comprehensive income when the asset is written off (unless IAS 17 requires otherwise in a sale and leaseback). Profits and losses on disposals of non-current assets are determined by deducting the book value of the asset and the selling expenses from the proceeds from the sale (disposal). They are stated net, to "Other operating income" in the statement of comprehensive income. The portion of the revaluation reserve relating to the written off asset is transferred directly to retained earnings.
The receivable on disposal of an asset of property, plant and equipment is initially recognized at fair value.
Intangible assets are presented in the financial statements at acquisition price (cost price) less accumulated depreciation and impairment losses. They include improvements to leased assets.
Unless otherwise stated, all amounts are in BGN thousand.
The Group applies a straight-line method of depreciation of intangible assets with a useful life of 2 years for the software products, 6.67 years for the software platform, 3 years for an ISO certificate.
The book value of the intangible assets is reviewed for impairment when there are events or changes in circumstances that indicate that the book value amount could exceed their recoverable amount. Then the impairment is included as an expense in the statement of comprehensive income.
Externally generated intangible assets on their acquisition are evaluated at acquisition price, which includes purchase price, import duties, non-refundable taxes and expenses of preparing the asset for its intended use. The direct expenses are: expenses for preparation of the site (the place where the asset will be used), expenses for initial delivery, installation expenses, expenses for fees of persons related to the project, non-refundable taxes, etc.
Intangible assets are recognized if they meet the definition of intangible assets set out in IAS 38 Intangible Assets, namely:
Expenses related to the maintenance of initially established standard efficiency, incurred after the commissioning of intangible non-current assets, are recognized as current at the time of their implementation. The book value of the intangible asset is adjusted to the extent of the expenses leading to the increase of the expected future economic benefits associated with the use of an intangible asset over the initially determined standard efficiency.
Other long-term financial investments are non-derivative financial assets in the form of shares and participation of other companies (minority interest) held with a long-term perspective.
Capital investments are initially recognized at acquisition cost, which is the fair value paid, including direct acquisition cost of the investment (the financial asset). All purchases and sales of capital investments
Unless otherwise stated, all amounts are in BGN thousand.
are recognized on the "trading date" of the transaction, i.e., the date on which the company commits to purchase or sell the asset.
Capital investments owned by the Group are subsequently evaluated at fair value. The results of the subsequent evaluation to fair value are presented in the statement of comprehensive income (in other components of comprehensive income) and respectively in the reserve related to financial assets at fair value, through other comprehensive income. These results are transferred to retained earnings on disposal (sale) of the respective investment.
Investments in associated companies are reported following the capital method. The share of the Group in the comprehensive income of an associated company is shown on one line in the consolidated statements in a way that the amount of investment reflects the share of the Group in the net assets of the associated company as of the date of the financial statements. The Group recognizes its share in the losses of an associated company up to the amount of its investment, including all internal loans extended, unless it has undertaken an obligation to pay such liabilities on behalf of the associated company.
At the inception of the contract, the company assesses whether the contract represents or contains a lease. A contract represents or contains elements of a lease if, under that contract, the right to control the use of an asset for a specified period of time is transferred in exchange for consideration. The assessment includes an assessment of the following factors:
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
The lease contract under which all risks and economic benefit of ownership of the asset are transferred to the company of the Group is classified as a financial leasing and the leased asset is capitalized in the consolidated statement of financial position of the lessee and presented as property, plant and equipment. Upon initial recognition, leased assets are accounted at the lower value of the following two: their current fair value or the present value of the minimum lease payments. The minimum lease payments are apportioned between the finance expenses (interest) and the reduction of the lease liability (principal). Financial expenses are allocated to each period over the lease term so that a constant interest rate is reached on the remaining outstanding portion of the principal under the lease liability. Interest expenses are included in the consolidated statement of comprehensive income as "Financial expenses".
Assets acquired under a financial leasing are depreciated based on the useful life of the asset and within the lease term.
Provisions are recognized when the Company has a present (constructive or legal) obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation. Provisions are estimated on the basis of the best estimate of the management at the date of preparation of the financial statements for the expenses necessary for the settlement of the respective obligation. The estimate is discounted when the maturity of the liability is long-term. When it is expected that part of the resources that will be used to settle the obligation will be recovered from a third party, the company recognizes a receivable, if there is a high degree of certainty of its receipt, its value can be reliably determined as income (credit) on the same position in the Statement of Comprehensive Income, where the provision itself is presented.
Inventories are accounted at the lower of the two following values: acquisition cost (cost price) and net realizable value.
The costs incurred to bring an inventory to its present condition and location are included in the cost of acquisition (cost) as follows:
In the use (sale) of inventory, the first-in-first-out method is used.
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
The employment and social security relations with the employees of the Group are based on the provisions of the Labor Code and the provisions of the existing social security legislation in the Republic of Bulgaria and the law of the country in which a subsidiary is registered. The Group accrues and realizes employee's income by type, as follows:
Short-term are those employees benefits in the form of remuneration, bonuses and social allowances and benefits that are due within 12 months as of the end of the accounting period in which the employees have worked for them or fulfilled the necessary conditions for their receipt. They are recognized as current expenses in the Statement of Comprehensive Income in the reporting period in which the work is performed and as a current liability in the Statement of Financial Position (after deducting any amounts and deductions already paid) at the undiscounted amount.
As of the date of preparation of each financial statement the Company makes an estimate of the amount of the expected expenses on the accumulating compensable leave, which is expected to be paid as a result of the unused right to accumulated paid annual leave. The estimate includes the approximate amount in undiscounted amount of the costs for the remunerations themselves, as well as the costs for the obligatory state social security contributions, which the employer owes on these amounts. The estimated expenses of accumulating compensable leave are recognized as an expense in the Statement of comprehensive income. The Company recognizes as a current liability in the Statement of financial position the undiscounted amount of the estimated expenses for paid annual leave that is expected to be paid to employees in exchange of their work for previous reporting periods.
The insurance and pension plans applied by the Company in its capacity as an employer are based on the Bulgarian social security legislation and are plans with fixed social security contributions. According to them, the employer pays monthly fixed social security contributions on the basis of fixed percentages by law, and there is no legal or constructive obligation to pay future social security contributions to the social security funds in cases when they do not have enough money to pay to the respective persons the amounts earned by them for the period of their length of service. The obligations regarding the health insurance are similar.
The amounts of the social security contributions are approved specifically by the Social Security Budget Act and the NHIF Budget Act for the respective year. The social security and health insurance contributions due by the employer are recognized as a current expense in the Statement of comprehensive income in the reporting period of accrual of the respective income to which they are related, and as a current
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
liability in the Statement of financial position in undiscounted amount.
The companies included in the consolidated statements, which operate in the countries outside Bulgaria, apply the insurance and pension plans following the legislation of the respective country.
The Company has not established a private voluntary social security fund.
According to the Labor Code, Companies operating in Bulgaria are obliged to pay compensation to employees at retirement age, depending on their work experience. By their characteristics, these schemes are "defined benefit plans". Provision of long-term employee liabilities for retirement benefits are not recognized in the consolidated statement of comprehensive income, as there are no employees who will retire in the next 5 years.
The Group has adopted the financial concept of maintaining the capital. The financial capital maintaining is assessed in nominal monetary units. Profit for the reporting period is considered to be acquired only if the total equity amount at the end of the period exceeds the amount in the beginning of the period, after deducting the distributions to owners or their investments in capital during the period.
Allterco JSCo is a joint-stock company and is obliged to register in the Commercial Register its statutory share capital, which shall serve as a security for the creditors of the Company. The shareholders are responsible for the liabilities of the Company up to the amount of their shareholding in the capital and may claim the return of that holding only in case of bankruptcy or liquidation proceedings.
Equity is the residual value of an entity's assets after deducting all its liabilities. This includes:
Registered capital – it is presented in the Statement of financial position according to the number of issued shares with nominal value of each share.
Financial result – it is formed as the difference between the income and expenses accrued for it. This includes:
The Equity is decreased by the dividends paid to the shareholders during the period in which they are distributed (voted by the General Meeting).
In accordance with the requirements of the Commercial Law and the Statute of Allterco JSCo., the company is obliged to form reserves at the expense of:
− at least one-tenth of the annual profit, until the funds accumulated reach 25 per cent of the share capital;
Unless otherwise stated, all amounts are in BGN thousand.
− the funds received above the nominal value of the shares issued (premium reserve); Treasury shares are reported in the statements of financial position at acquisition cost, which is used to decrease the equity of the Group. The profit and losses from the sale of treasury shares are reported in the equity of the Group, as part of the retained earnings.
Reserve from translation of financial statement of foreign operations - arises from the net effects of foreign currency conversion of the subsidiaries' financial statements from their functional currencies into Bulgarian levs for the purpose of consolidation.
Other comprehensive income is formed by the difference between previous book value of financial assets reported at fair value and the fair value of such assets as of the date of the report.
Treasury shares are represented in the financial report at fair values as of the date of the report and are reported as a decrease in the shareholder's equity. Profits and losses from the sale of treasury shares are recognized directly in the shareholder's equity.
The Corporate Profit tax for the year represents the sum of current and deferred taxes.
Current tax rates are determined in accordance with the requirements of the relevant legislation. The nominal tax rate in Bulgaria for 2020 and the nine months of 2021 is 10%, and for the United States of America: 15 - 35%.
Deferred corporate profit taxes are determined using the balance sheet method with respect to any temporary differences that exist between the book values and the tax bases of the individual assets and liabilities as of the date of preparation of the financial statements.
Deferred tax liabilities are recognized for all taxable temporary differences:
Deferred tax assets shall be recognized for all deductible temporary differences and for unused tax losses, to the extent that it is probable they will reverse when sufficient taxable profit or taxable temporary differences are expected to be generated in the future, which can offset these deductible differences.
The book value of all deferred tax assets is reviewed at each financial statement date and is reduced to the extent that it is probable that they will reverse and generate sufficient taxable profit from which they can be deducted.
Deferred taxes relating to items that are accounted directly in equity or other balance sheet item are also accounted directly in the respective equity component or the balance item.
Deferred tax assets and liabilities are estimated at the tax rates that are expected to apply to the period during which the assets will be realized and the liabilities will be settled (repaid), based on the tax legislation that is in force or is expected with a high degree of certainty and are shown offset in a separate line in the statement of financial position.
Unless otherwise stated, all amounts are in BGN thousand.
As of December 31, 2020 and September 30, 2021 there are deferred corporate profit taxes only for Bulgarian companies and they are estimated at a tax rate of 10%. The tax rate is expected to remain the same for the next year
The basic earnings per share are calculated by dividing the net profit or loss for the period that is subject to distribution among shareholders of ordinary shares, by the average weighted number of ordinary shares held during the period.
The weighted average number of shares represents the number of ordinary shares hold in the beginning of the period, adjusted by the number of repurchased ordinary shares and the new issued shares during the period multiplied by a time-weighting factor. This factor represents the number of days in which specific shares have been held relative to the total number of days in the period.
Earning of shares with reduced value should not be calculated because there are no shares with reduced value issued.
Cash includes cash on hand and amounts in current accounts, and cash equivalents are short-term deposits with banks whose original maturity is less than 3 months.
The cash flow statement is presented using the direct method.
For the purpose of preparing the cash flow statement:
Cash and cash equivalents are subsequently presented at depreciated value, without any accumulated adjustments for expected credit losses.
A financial instrument is any contract that gives rise to both a financial asset in one entity and a financial liability or equity instrument in another enterprise.
The explanatory notes constitute an integral part of the attached consolidated financial statements. Upon initial recognition, financial assets are classified into three groups, according to which they are
Unless otherwise stated, all amounts are in BGN thousand.
subsequently assessed at depreciated value, at fair value through other comprehensive income and at fair value through profit or loss.
The classification of financial assets upon initial recognition depends on the characteristics of the contractual cash flows of the respective financial asset and the business model of the Company for its management.
The business model of the Company for management of financial assets reflects how the Group manages its financial assets to generate cash flows. The business model determines whether cash flows are the result of contractual cash flows, the sale of financial assets, or both.
The Group initially presents financial assets at fair value, and in the case of financial assets that are not carried at fair value through profit or loss, the direct transaction costs are added. An exception is trade receivables that do not contain a material financing component - they are estimated based on the transaction price determined in accordance with IFRS 15 and the invoices issued.
For the purposes of Subsequent evaluation, financial assets are classified into four categories:
During the current period, the Group reports financial assets in one of these categories - financial assets at depreciated value.
This category is the most significant for the Group.
The Group measures financial assets at depreciated value when both of the following conditions are satisfied:
The management of the Group has assessed that financial assets representing cash in banks, interest-
Unless otherwise stated, all amounts are in BGN thousand.
bearing receivables from related companies, trade receivables and other receivables (i.e., trade loans receivables and others) are held by the Group in order to obtain the agreed cash flows and they are expected to result in cash flows that represent solely principal and interest payments under the business model applied.
Financial assets at depreciated value are subsequently measured using the effective interest rate method (EIR). They are subject to impairment. Profits and losses are recognized in the statement of comprehensive income (in profit or loss for the year) when the asset is written off, modified or impaired.
A financial asset is written off in the statement of financial position of the Group when:
Continuing involvement, which is in the form of a guarantee on the transferred asset, is measured at the lower of the two values: the initial book value of the asset and the maximum amount of consideration that the Group may be required to pay.
The Group recognizes an adjustment (provision for impairment) for expected credit losses on all debt instruments that are not accounted at fair value through profit or loss. Expected credit losses are calculated as the difference between the contractual cash flows payable under the terms of the contract and all the cash flows that the Group expects to receive discounted at the initial effective interest rate.
At each accounting date, the Group determines whether the debt instrument is assessed as such with low credit risk using all reasonable and well-grounded information that is available without incurring unnecessary expense or effort. In making this assessment, the Group reviews the internal credit rating of the debt instrument. In addition, the Group assesses whether there is a significant increase in credit risk when contractual payments are overdue for more than 30 days.
The Group considers a financial instrument as default when contractual payments are overdue for more than 60 days. However, in certain cases, it may treat a financial asset as default when internal or external information provides an indication that it is unlikely that the Group will receive the full amount of the outstanding contractual amounts before taking into account any credit improvements held by it. Financial assets are written off when there is no reasonable expectation for collection of contractual cash flows.
The explanatory notes constitute an integral part of the attached consolidated financial statements. To calculate the expected credit losses of trade receivables and assets under contracts with customers, the Group has chosen and applies a simplified matrix-based approach for calculating expected credit losses and does not track subsequent changes in their credit risk. In this approach, it recognizes an adjustment
Unless otherwise stated, all amounts are in BGN thousand.
(provision for impairment) based on the expected credit loss for the entire receivable period at each reporting date. The Group has developed and applies a provisioning matrix based on historical experience with respect to credit losses, adjusted for prognostic factors, specific for the debtors and the economic environment, and correlated with the percentage of credit losses. The collectability of receivables from related companies are assessed on individual basis considering factors as financial needs of each related company and the business development plan for the next periods.
Financial assets are written-off when there is no reasonable expectation of collection of contractual cash flows.
Initially, all financial liabilities are recognized at fair value, and in the case of loans and borrowings and trade and other payables, the net of directly related transaction costs.
Subsequent evaluation of financial liabilities depends on their classification as described below.
This category is essential for the Group. Subsequent to their initial recognition, the Group evaluates interest-bearing loans and borrowings at depreciation value using the effective interest method. Profits and losses are recognized in the statement of comprehensive income (in profit or loss for the year) when the corresponding financial liability is derecognized, as well as through depreciation at the effective interest rate method.
Depreciation value is calculated by taking into account any discounts or acquisition premiums, as well as fees or expenses, which are an integral part of the effective interest rate. Depreciation is included as a "financial expense" in the statement of comprehensive income (in profit or loss for the year).
Financial liabilities are written off when the liability is repaid, terminated or expires. When an existing financial liability is replaced by another of the same creditor under substantially different conditions, or the terms of an existing liability are substantially altered, such exchange or modification shall be treated as derecognition of the original liability and recognition of a new one. The difference with the book value of a financial liability settled or transferred to another party in cash and/or non-monetary assets is recognized in profit or loss for the period.
The explanatory notes constitute an integral part of the attached consolidated financial statements. 2.24 Judgments that are crucial in applying accounting policies of the Group. Key high
Unless otherwise stated, all amounts are in BGN thousand.
In the process of applying accounting policies, the management of the Group makes judgments that have a material effect on these financial statements. Such judgments by definition are rarely equal to actual results.
As a result of their nature, they are subject to constant review and updating and include historical experience and other factors as expectations for future events that management believes are reasonable in the current circumstances.
The estimates and assumptions that carry a significant risk of a material adjustment in the carrying amounts of assets and liabilities in the next financial year are set out below.
The financial statements of property, plant and equipment and intangible assets include the use of estimates of their useful lives and carrying values, which are based on judgments made by the management of the Group.
The Management estimates the amount and timing of expected future cash flows related to receivables based on experience in current circumstances in the following groups: individual accounts, households and other small consumers and legal receivables. Due to the inherent uncertainty of this assessment, the actual results may differ from those expected. The management of the Group reviews the estimates from previous years against the actual results from the previous year.
In connection with the implementation of IFRS 9 Financial Instruments, the Group have used their accumulated experience in the area of credit losses, and have taken into account current conditions and their forecasts to estimate the expected credit losses on their trade receivables.
Fair value is the price that could be obtained from the sale of an asset or could be paid for the transfer of a liability in the ordinary course of trade between market participants at the date of assessment (starting price). Fair value assessment is based on the assumption that the transaction to sell an asset or transfer a liability has been carried out:
The principal or the most advantageous market should be accessible for the Company.
The fair value of an asset or liability is estimated by making the assumptions that market participants would make when establishing the price of the asset or liability, assuming that they act in their best economic interest.
The explanatory notes constitute an integral part of the attached consolidated financial statements. All assets and liabilities that are measured at fair value or for which fair value disclosure is required in the
Unless otherwise stated, all amounts are in BGN thousand.
financial statements, are grouped into categories according to the fair value hierarchy, as described below, based on the lowest level of input data used, which has a significant impact on fair value measurement in general:
For the assets and liabilities that are regularly evaluated at fair value the Company shall review their categorization at the appropriate level of the fair value hierarchy (based on the lowest level of used input data, that have a significant impact on the fair value evaluation as a whole) to the end of the reporting period and determine whether there is a need to make a transfer(s) from one level to another.
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
| Lands Building s |
Facilitie s |
Machine ry and equipme nt |
Vehicles | Comput er equipme nt |
Office equip ment |
Noncurre nt assets related to financing received |
Others | Expenses for acquisitio n of fixed tangible assets |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| January 01, 2020 | |||||||||||
| Acquisition cost | 465 | 3 123 | 131 | 719 | 503 | 226 | 126 | 7 | 151 | 86 | 5 537 |
| Accumulated | - | (209) | (16) | (236) | (201) | (117) | (89) | (7) | (110) | - | (985) |
| depreciation | |||||||||||
| Book value | 465 | 2 914 | 115 | 483 | 302 | 109 | 37 | - | 41 | 86 | 4 552 |
| Acquisitions | 1 011 | 148 | - | 9 | - | 14 | 2 | - | 9 | 62 | 1 255 |
| Purchase | 1 011 | - | - | 9 | - | 14 | 2 | - | 9 | 62 | 1 107 |
| Put into operation | - | 148 | - | - | - | - | - | - | - | - | 148 |
| Disposals | - | - | - | - | (19) | - | - | - | - | (148) | (167) |
| Sale | - | - | - | - | (12) | - | - | - | - | - | (12) |
| Put into operation | - | - | - | - | - | - | - | - | - | (148) | (148) |
| Other way | - | - | - | - | (7) | - | - | - | - | - | (7) |
| Depreciation for the | - | (122) | (39) | (216) | (116) | (66) | (8) | - | (6) | - | (573) |
| period | |||||||||||
| Changes in | - | 239 | - | - | 13 | - | - | - | - | - | 252 |
| depreciation | |||||||||||
| Depreciation of | - | 239 | - | - | 13 | - | - | - | - | - | 252 |
| written off assets | |||||||||||
| Book value as of | 1 476 | 2 940 | 76 | 276 | 167 | 57 | 31 | - | 44 | - | 5 067 |
| December 31, 2020 | |||||||||||
| Acquisition cost | 1 476 | 3 032 | 131 | 728 | 471 | 240 | 128 | 7 | 160 | - | 6 373 |
| Accumulated | - | (92) | (55) | (452) | (304) | (183) | (97) | (7) | (116) | - | (1 306) |
| depreciation | |||||||||||
| Book value | 1 476 | 2 940 | 76 | 276 | 167 | 57 | 31 | - | 44 | - | 5 067 |
| Assets held for sale | 3 | 2 | 5 | ||||||||
| Book value at the end | 1 476 | 2 940 | 76 | 276 | 167 | 54 | 29 | - | 44 | - | 5 062 |
| January 01, 2021 | |||||||||||
| Acquisition cost | 1 476 | 3 032 | 131 | 728 | 471 | 240 | 128 | 7 | 160 | - | 6 373 |
| Accumulated | |||||||||||
| depreciation | - | (92) | (55) | (452) | (304) | (183) | (97) | (7) | (116) | - | (1 306) |
| Book value | 1 476 | 2 940 | 76 | 276 | 167 | 57 | 31 | - | 44 | - | 5 067 |
| Acquisitions | 103 | 16 | 105 | - | 224 | ||||||
| Disposals | (2) | (10) | (45) | (4) | - | (61) | |||||
| Depreciation for the | |||||||||||
| period | (89) | (30) | (130) | (109) | (36) | (5) | (5) | - | (404) | ||
| Changes in depreciation | - | - | - | 16 | 47 | 41 | - | - | - | - | 104 |
| Book value as of | 1 476 | 2 849 | 46 | 265 | 95 | 78 | 86 | - | 35 | - | 4 930 |
| September 30, 2021 | |||||||||||
| Acquisition cost | |||||||||||
| Accumulated | 1 476 | 3 030 | 131 | 831 | 461 | 256 | 188 | 7 | 156 | - | 6 536 |
| depreciation | |||||||||||
| Book value at the end | - | (181) | (85) | (566) | (366) | (178) | (102) | (7) | (121) | - | (1 606) |
| 1 476 | 2 849 | 46 | 265 | 95 | 78 | 86 | - | 35 | - | 4 930 |
Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
| ISO certificates and intellectual property rights |
Trademarks and prototypes |
Others | Capitalized R&D expenses |
Total | |
|---|---|---|---|---|---|
| January 01, 2020 | |||||
| Acquisition cost | 871 | 1 661 | 402 | 1 929 | 4 863 |
| Accumulated depreciation | (164) | (481) | (130) | - | (775) |
| Book value | 707 | 1 180 | 272 | 1 929 | 4 088 |
| Acquisitions | 3 | 1 427 | - | 3 027 | 4 457 |
| Purchase | 3 | - | - | 638 | 641 |
| By economic way | - | - | - | 2 389 | 2 389 |
| Put into operation | - | 1 427 | - | - | 1 427 |
| Disposals | - | (271) | - | (3 421) | (3 692) |
| Put into operation | - | - | - | (3 161) | (3 161) |
| Other way | - | (271) | - | (260) | (531) |
| Depreciation for the period | (80) | (270) | (94) | - | (444) |
| Changes in depreciation | - | 126 | - | - | 126 |
| Depreciation of written off assets | - | 126 | - | - | 126 |
| Book value as of | 630 | 2 066 | 178 | 1 535 | 4 409 |
| December 31, 2020 | |||||
| Acquisition cost | 874 | 2 691 | 402 | 1 535 | 5 502 |
| Accumulated depreciation | (244) | (625) | (224) | - | (1 093) |
| Book value | 630 | 2 066 | 178 | 1 535 | 4 409 |
| Assets held for sale | 625 | 141 | 766 | ||
| Book value | 5 | 2 066 | 37 | 1 535 | 3 643 |
| January 01, 2021 | |||||
| Acquisition cost | 874 | 2 691 | 402 | 1 535 | 5 502 |
| Accumulated depreciation | (244) | (625) | (224) | - | (1 093) |
| Book value | 630 | 2 066 | 178 | 1 535 | 4 409 |
| Acquisitions | 5 | 10 | - | 669 | 684 |
| Disposals | (552) | (37) | - | - | (589) |
| Depreciation for the period | (8) | (302) | (178) | - | (488) |
| Changes in depreciation | - | - | - | - | - |
| Book value as of the end | 75 | 1 737 | - | 2 204 | 4 016 |
| September 20, 2021 | |||||
| Acquisition cost | 327 | 2 664 | 402 | 2 204 | 5 597 |
| Accumulated depreciation | (252) | (927) | (402) | - | (1 581) |
| Book value | 75 | 1 737 | - | 2 204 | 4 016 |
| Vehicles | Buildings | Total | |
|---|---|---|---|
| 1 January 2020 | |||
| Acquisition value | 127 | 9 | 136 |
| Accumulated depreciation | (42) | (3) | (45) |
| Book value | 85 | 6 | 91 |
| Acquisitions | - | - | - |
| Depreciation for the period | (42) | (3) | (45) |
| 31 December 20201 | |||
| Acquisition value | 127 | 9 | 136 |
| Accumulated depreciation | (84) | (6) | (90) |
| Book value | 43 | 3 | 46 |
Unless otherwise stated, all amounts are in BGN thousand.
| 01 January 2021 | |||
|---|---|---|---|
| Acquisition value | 127 | 9 | 136 |
| Accumulated depreciation | (84) | (6) | (90) |
| Book value | 43 | 3 | 46 |
| Acquisitions | 108 | - | - |
| Depreciation for the period | (32) | (2) | (34) |
| September 30, 2021 | |||
| Acquisition value | 235 | 9 | 244 |
| Accumulated depreciation | (116) | (8) | (124) |
| Book value | 119 | 1 | 120 |
IN relation with IFRS 16 Lease, the Group has applied a simplified retrospective approach, making no adjustments for previous periods.
The Group has concluded lease agreements for renting office spaces and vehicles used in its activity. The terms are between 1 and 4 years with extension options.
| Name | September 30, 2021 |
December 31, 2020 |
|---|---|---|
| Global Teracomm Inc., USA | 34 | 34 |
| Allterco Sdn, Malaysia | - | 30 |
| Allterco PTE Ltd, Singapore | - | 2 611 |
| 126 Allterco Properties EOOD (Solely-owned LLC) |
126 | |
| Total: | 160 | 2 801 |
The management of the Croup has undertaken the necessary procedures to perform the mandatory impairment test of the goodwill recognized in the consolidated statement of financial position for the acquisition of the subsidiaries. For this purpose, it is assumed that each individual company appears as a "cash-generating unit". The calculations are made by the management, based on a detailed review of whether events and facts have occurred, which are indicators of changes in the assumptions and estimates made as of December 31, 2020 and September 30, 2021.
The financial budgets developed by the management of the respective companies and of the Group as a whole have been used as a basis for the cash flow (before taxes) forecasts, covering a period of three to five years, as well as other medium- and long-term plans and intentions for the development and restructuring of the activities within the Group. The recoverable amount of each cash-generating unit is determined on the basis of its "value in use".
The key assumptions used in the calculations are determined specifically for each company to which goodwill is allocated, treated as a separate cash-generating unit and according to its specifics of activity,
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
business environment and risks. The tests and judgments of the management of the Group for impairment of recognized goodwill are made in the context of its forecasts and intentions regarding the future economic benefits that the Group expects to receive from its subsidiaries, including expectations for future sales and restructuring of the activity, etc.
As a result of the analyses performed by the Group's management as of December 31, 2020, an impairment of the reported goodwill in the amount of BGN 480 thousand was recognized. No impairment of goodwill is recognized as of June 30, 2021.
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Ordinary registered shares – Link Mobility, in the beginning of the period |
6 566 | 3 053 |
| Increase | - | 4 849 |
| Reserves from subsequent evaluation of financial instruments | - | 4 849 |
| Decrease | (2 023) | (1 336) |
| Transfer to retained earning | (240) | |
| Expenses for operations with financial assets and instruments | (129) | (1 336) |
| Revaluation of other financial assets | (1 654) | - |
| Ordinary registered shares – Link Mobility, at the end of the period |
4 543 | 6 566 |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Deferred tax assets | ||
| Accruals for unused leave | 17 | 18 |
| Provisions for liabilities | 25 | 25 |
| Impairment of receivables | 438 | 438 |
| Depreciation | 1 | 1 |
| Unpaid remuneration | - | 3 |
| Total deferred tax assets | 481 | 485 |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Materials | 1 | 68 |
| Goods | 3 265 | 3 592 |
| Total: | 3 266 | 3 660 |
The Group policy is to try to maintain optimal quantity of goods equal to a several months forecast of sales. The management of the Group expects that in the near future the level of inventories will continue to
Unless otherwise stated, all amounts are in BGN thousand.
increase as a consequence of increasing sales as well as a result of increasing deficit of certain electronic components needed of the production of devices.
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Receivables from customers | 15 538 | 9 504 |
| - Up to 1 year |
13 484 | 9 504 |
| - Above 1 year |
2 054 | - |
| Advances to suppliers | 10 094 | 5 759 |
| Trade receivables associated to assets held for sale | - | (954) |
| Advances to suppliers associated to assets held for sale | - | (361) |
| Total up to 1 year | 23 578 | 13 948 |
| Total above 1 year | 2 054 | - |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| TAX RECEIVABLES | 1 472 | 629 |
| Corporate tax | 414 | 280 |
| VAT refund receivable | 1 051 | 295 |
| Customs fees | 7 | 54 |
| Withholding tax | - | 473 |
| Assets held for sale | - | (473) |
| OTHER RECEIVABLES | 28 | 218 |
| Receivables on litigations | - | 55 |
| Advances to employees | 4 | 3 |
| Deposits with companies and guarantees | - | 14 |
| Other receivables | 24 | 60 |
| Assets held for sale | - | (52) |
| Total: | 1 500 | 709 |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Cash on hand | 95 | 43 |
| Cash in current accounts | 25 804 | 25 950 |
| Other cash - debit cards | - | 2 |
| Restricted cash (guarantees) | 125 | 125 |
| Assets held for sale | - | (70) |
| Total: | 26 024 | 26 050 |
The Group's cash funds are in bank accounts with banks with stable long-term ratings. The Management has
Unless otherwise stated, all amounts are in BGN thousand.
assessed the expected credit losses on cash funds and cash equivalents. The estimated value is determined as insignificant and is not accrued in the consolidated financial statements of the Group as of September 30, 2021.
| September 30, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Up to one year |
Over one year |
Total | Up to one year |
Over one year |
Total | |
| Operating activity | ||||||
| Insurances | 9 | - | 9 | 3 | - | 3 |
| Information Services | - | - | - | 1 | - | 1 |
| Other | 61 | - | 61 | 38 | - | 38 |
| Total operating activity | 70 | - | 70 | 42 | - | 42 |
Then depreciable portion of bank loans is as follows:
| September 30, | December 31, | |
|---|---|---|
| 2021 | 2020 | |
| Raiffeisenbank AD, including: | 1 970 | 2 176 |
| up to one year | 283 | 276 |
| over one year | 1 687 | 1 900 |
| DSK bank EAD | 674 | 843 |
| up to one year | 225 | 225 |
| over one year | 449 | 618 |
| Other short-term financing Global Teracomm INC USA |
36 | 10 |
| Total bank loans - non-current portion: | 2 136 | 2 518 |
| Total bank loans - current portion: | 544 | 511 |
| Bank | Raiffeisenbank AD |
|---|---|
| Date of the contract: | August 25, 2017 |
| Agreed loan amount: | 1 620 000 |
| Original currency | EUR |
| Purpose | Financing up to 90% (excluding VAT) of the final price of all company shares representing 100% of the capital of the joint debtor Allterco Properties EOOD (Solely-owned LLC), designated in the concluded between the Borrower and JFC Developments OOD (Ltd.) Share Transfer Contract into Final Contract |
| Term | May 10, 2029 |
| Collaterals: | Mortgage on real estate, owned by Allterco Properties EOOD (Solely-owned LLC), joint debtor - Allterco Properties EOOD (Solely-owned LLC), pledge of all bank accounts of Allterco JSCo. with the bank |
Unless otherwise stated, all amounts are in BGN thousand.
| Creditor | DSK Bank AD |
|---|---|
| Date of the contract: | September 28, 2020 |
| Total amount | EUR 450 thousand |
| Purpose | Financing of 90% of the expenses for purchase of real estate |
| Currency | EUR |
| Fixed term | September 28, 2024 |
| Collaterals: | Mortgage of real estate owned by Allterco Properties Ltd. |
| June 30, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Up to | Over one | Total | Up to | Over one | Total | |
| one year | year | one year | year | |||
| Finance lease liabilities | 29 | - | 29 | 29 | 31 | 60 |
| Operating lease liabilities | 21 | 111 | 132 | 46 | - | 46 |
| Lease liabilities | 50 | 111 | 161 | 75 | 31 | 106 |
Liabilities under lease agreements presented in the consolidated statement of financial position include the liabilities of the Group under rental agreements for offices and vehicles, which are recognized in accordance with the requirements of IFRS 16 Leasing.
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Suppliers | 1 385 | 3 193 |
| Advances from clients | 466 | 792 |
| Liabilities related to assets held for sale | - | (2 437) |
| Total: | 1 851 | 1 548 |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Payables to employees | - | 130 |
| Payables for unused paid leave | 151 | 151 |
| Liabilities related to assets intended for sale | - | (87) |
| Total: | 151 | 194 |
Unless otherwise stated, all amounts are in BGN thousand.
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Corporate tax | 1 308 | 283 |
| Value Added Tax | 408 | 156 |
| Income tax | 41 | 38 |
| Personal use tax | - | 6 |
| Entertainment expenses tax | - | 6 |
| Customs | - | 7 |
| Other taxes | - | 7 |
| Liabilities related to assets held for sale | - | (108) |
| Total: | 1 757 | 395 |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Liabilities for purchase of shares | 675 | 675 |
| Guarantees/deposits for rent | - | 90 |
| Other liabilities | 9 | 3 |
| Liabilities related to assets held for sale | - | (3) |
| Total other liabilities | 684 | 765 |
Allterco JSCo was registered in 2010. The registered capital of the Company as of September 31, 2020 amounts to BGN 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) and is distributed in 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) ordinary registered shares with a nominal value of BGN 1 each. The registered capital is fully paid in four installments:
The first issue was made upon the establishment of the Company in the form of a non-monetary contribution in the amount of BGN 50 000, which had as its subject ordinary registered voting shares of the capital of Teravoice AD.
In 2010 a second non-monetary contribution was made in the amount of BGN 5 438 000, which had as its subject shares from the capital of Tera Communications AD.
At the end of 2015, a new issue of 8,012,000 (eight million and twelve thousand) ordinary registered voting shares was issued, with a nominal value of BGN 1 (one) each.
At the end of 2016 the capital of ALLTERCO JSCo was increased with a new issue in the amount of 1,500,000 (one million and five hundred thousand) shares on the basis of a successful initial public offering, according to the Prospectus for public offering of shares, confirmed by the Financial Supervision Commission with Decision № 487 – Е of July 08, 2016 entered in the Commercial Register under
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
In 2020 the capital of the Company was increased by cash contributions in the total amount of 2,999,999 (two million nine hundred ninety-nine thousand nine hundred and ninety-nine) against 2,999,999 (two million nine hundred ninety-nine thousand nine hundred and ninety-nine) subscribed and paid dematerialized ordinary registered voting shares with a nominal value of BGN 1 as a result of a procedure for Public Offering of a new issue of shares. The public offering of shares from the capital increase of Allterco JSCo was carried out in the period September 28, 2020 – October 30, 2020 on the basis of a Prospectus, together with the supplements to it, confirmed by the Financial Supervision Commission with Decision № 148- F of February 18, 2020, Decision № 405-E of June 11, 2020, Decision № 601-E of August 13, 2020 and Decision № 791-E of October 29, 2020.
As of September 30, 2021 of the presented reporting periods the shareholders in the company are:
| Name | Number of shares: |
% in the capital |
|---|---|---|
| Svetlin Todorov | 5 847 120 | 32.48% |
| Dimitar Todorov | 5 847 120 | 32.48% |
| Persons holding 5% of the capital | ||
| Other physical persons and legal entities | 6 305 759 | 35.04% |
| Total | 17 999 999 | 100.00% |
| September 30, 2021 |
December 31, 2020 |
|
|---|---|---|
| Opening balance | 26 938 | 13 531 |
| Change due to sale of subsidiaries | 231 | - |
| Net profit (of owners of the parent-company) | 10 046 | 15 141 |
| Profit (Loss) for the period from discontinued operations | - | (1 284) |
| Distribution of dividends | (3 600) | (450) |
| Retained earnings | 33 615 | 26 938 |
| December 31, | |
|---|---|
| 2020 | |
| 1 500 | |
| - | |
| 1 800 | 1 500 |
| September 30, 2021 1 500 300 |
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
The reserves from issue of shares of the company, the amount of which as of December 31, 2020 amounts to 5 703 thousand, is formed as a difference between the issue price and the nominal value of shares issued in previous reporting periods, reduced by the issue costs. The General meeting of shareholders held at the end of June 2021 voted for transferring BGN 300 thousand from share issue reserve to Reserves.
For the nine months of 2021 Allterco reports decrease in comprehensive income at the amount of 1 894 thousand BGN representing revaluation of financial assets reported at fair value, and increase at the amount of 1 743 thousand BGN representing effect from the sale of the 3 Asian subsidiaries.
| 9 months of 2021 | 9 months of 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Production | Goods | Services and rents |
Total: | Produc tion |
Goods | Services and rents |
Total: | |
| Sales revenues | 109 | 38 391 | 21 | 38 521 | 639 | 23 844 | 4 881 | 29 364 |
| Cost of goods sold |
(35) | (17 896) | - | (17 931) | (265) | (9 623) | (4 635) | (14 523) |
| Sales cost | (1) | (512) | - | (513) | (15) | (584) | - | (599) |
| Cost of sales | (36) | (18 408) | - | (18 444) | (280) | (10 207) | (4 635) | (15 122) |
| Gross profit | 73 | 19 983 | 21 | 20 077 | 359 | 13 637 | 246 | 14 242 |
| 9 months of | 9 months of | |
|---|---|---|
| 2021 | 2020 | |
| Gain from sale of fixed assets | 20 | 8 |
| Rents | - | 2 |
| Written off liabilities | 10 | 5 |
| Penalties | 1 | 34 |
| Exchange rate differences gains | 515 | - |
| Other operating income | 9 | 5 |
| Total: | 555 | 54 |
| 9 months of 2021 |
9 months of 2020 |
|---|---|
| 21 | |
| 7 | |
| 129 | 0 |
| 205 63 |
Unless otherwise stated, all amounts are in BGN thousand.
| Logistics expenses | 1433 | 1208 |
|---|---|---|
| Total sales and marketing expenses | 1830 | 1236 |
| 9 months of 2021 |
9 months of 2020 |
|
|---|---|---|
| Vehicle maintenance | 88 | 78 |
| Office maintenance | 177 | 144 |
| Municipal taxes | 24 | 22 |
| Rent | 138 | 104 |
| Telephones and internet | 39 | 66 |
| Maintenance of IT infrastructure | 159 | 130 |
| Low value fixed assets | 45 | 15 |
| External services | 511 | 569 |
| Representative expenses | 48 | 6 |
| Business trips | 83 | 55 |
| Staff training | 1 | 1 |
| Depreciation and amortization | 748 | 828 |
| Salaries and social security expenses | 4 977 | 4 162 |
| Written off receivables | 111 | 4 |
| Impairment of receivables | 153 | - |
| Other administrative expenses | 66 | 102 |
| Total: | 7 368 | 6 286 |
As of 30 September 2021, the Company reported written off receivables at the amount of 111 thousand BGN, including 87 thousand BGN receivables from the sold Asian daughter companies. Also, the Company recognized impairment of a receivable related to the sale of European telecom business of the Group. The maturity of this receivable was in August 2021 and as of the date of the financial report no payment was received. The recognized impairment is at the amount of 153 thousand BGN (5% of due amount). The management of the company has undertaken steps, as stipulated by the share purchase agreement, for collection of the due amount.
| 9 months of 2021 |
9 months of 2020 |
|
|---|---|---|
| Bank fees | 84 | 71 |
| Interest and penalties | 3 | 51 |
| Expenses related to development of prototypes | 63 | 21 |
| Donations | 9 | 37 |
| Other | 62 | 63 |
| Total: | 221 | 243 |
Unless otherwise stated, all amounts are in BGN thousand.
| 9 months of 2021 |
9 months of 2020 |
|
|---|---|---|
| Gains from operations with financial assets, including | - | |
| Sale of shares (Link Mobility Group) - |
49 | - |
| - Sale of investments (daughter companies) |
201 | - |
| Total: | 250 | - |
| 6 months of 2021 |
6 months of 2020 |
|
|---|---|---|
| Currency exchange rates losses | - | 399 |
| Interest on financial lease | 2 | 4 |
| Interest on loans | 54 | 58 |
| Bank financial services | 48 | 19 |
| Total: | 104 | 480 |
| Contract | Annex | Creditor | Debtor | Joint debtor /Guarantor |
Amount/Li mit |
Financial conditions |
Term | COLLATERAL provided by the borrower |
|---|---|---|---|---|---|---|---|---|
| Investment loan August 25, 2017 contract under art. 114 para 10 of the Public Offering of Securities Act |
Annex No.1 October 31, 2018 |
Raiffeisen bank Bulgaria EAD |
Allterco JSCo |
Tera Communication s AD solidary (dropped out) Allterco Properties EOOD - solidary |
1 620 000 EUR |
Fixed interest rate for the whole period 3% per year; Management fee |
May 10, 2029 |
Mortgage on real estate owned by Allterco Properties EOOD; Pledge of receivables on bank accounts with the bank. Pledge under the law for financial security contracts; |
| Revolving bank loan contract 12+12+12 dated November 09, 2018 contract under art. 114 para 10 of the Public Offering of Securities Act |
Annex No.1 September 30, 2020 |
Raiffeisen bank Bulgaria EAD |
Allterco Robotics EOOD |
None | 1 600 000 BGN |
short-term interest rate of BNB, + 2.5%, but not less than 2.5%; (Annex №1 amended) management commission; commitment fee |
October 25, 2021 |
Pledge of receivables on bank accounts of the company with the bank |
| Overdraft September 30, 2019 – contract under art. 114 para 10 of the Public Offering of Securities Act |
Annex No.1 of August 28, 2020 |
Raiffeisen bank Bulgaria EAD |
Allterco Robotics EOOD |
Allterco JSCo - guarantor |
1 000 000 EUR |
One-month EURIBOR, +2.5 %, but not less than 2.5%; management commission; commitment commission; commission |
September 29, 2022 |
Pledge of receivables on accounts; |
Unless otherwise stated, all amounts are in BGN thousand.
| for issuing guarantees; |
||||||||
|---|---|---|---|---|---|---|---|---|
| Contract for standard investment loan No.2757 dated September 28, 2020 |
none | DSK Bank AD |
Allterco Properties EOOD |
Allterco Trading EOOD – solidary debtor |
450 000 EUR |
Annual interest rate formed by a variable interest rate of 1m EURIBOR + 2.1% but not less than 2.1%; annual management fee; |
September 28, 2024 |
Mortgage on real estate owned by Allterco Properties EOOD; Pledge of receivables on bank accounts of Allterco Properties EOOD and Allterco Trading EOOD in DSK Bank. |
In connection with the signed in 2019 contract for sale of five subsidiaries, the Buyer did not pay the last installment of the purchase price at the amount of 3 053 thousand BGN in accordance with the agreed payment schedule. The management of Allterco decided to take the necessary actions, as per the terms of the signed Share Purchase Agreement, in order to collect the due amount.
The companies included in the Group are disclosed in item 1.4. During the reporting period the Group did not engage in transactions with related parties outside the Group, which should be disclosed in the consolidated financial statements.
The accounting policies for financial instruments are applied to the items listed below
Structure of financial assets and liabilities by categories is as follows:
| September 30, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets according to the Statement of financial position |
Cash | Financial assets reported at depreciated value |
Financial assets reported at fair value through other comprehensive income |
Financial assets reported at fair value through profit or loss |
Total | |||
| Non-current trade receivables | - | 2 054 | - | - | 2 054 | |||
| Other long term financial assets | - | - | 4 543 | - | 4 543 | |||
| Cash and cash equivalents | 26 024 | - | - | - | 26 024 | |||
| Current trade receivables | - | 13 484 | - | - | 13 484 | |||
| TOTAL FINANCIAL ASSETS | 26 024 | 15 538 | 4 543 | - | 46 105 |
| September 30, 2021 | ||||
|---|---|---|---|---|
| Financial liabilities according to the | Financial | Financial liabilities | Financial | Total |
Unless otherwise stated, all amounts are in BGN thousand.
| Statement of financial position | liabilities reported at depreciated value |
reported at a specifically determined value |
liabilities reported at fair value through profit or loss |
|
|---|---|---|---|---|
| Lease | 161 | - | - | 161 |
| Bank loans | 2 680 | - | - | 2 680 |
| Trade liabilities | 1 385 | - | - | 1 385 |
| Liabilities for purchase of shares | 675 | - | - | 675 |
| TOTAL FINANCIAL LIABILITIES | 4 901 | - | - | 4 901 |
| December 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Cash | Financial assets reported at depreciated value |
Financial assets reported at fair value through other comprehensive income |
Financial assets reported at fair value through profit or loss |
Total | ||
| Financial assets according to the Statement of financial position |
||||||
| Other long term financial assets | - | - | 6 566 | - | 6 566 | |
| Cash and cash equivalents | 26 050 | - | - | - | 26 050 | |
| Loans extended | - | - | - | - | - | |
| Trade receivables | 8 550 | - | - | 8 550 | ||
| Deposits with companies and guarantees | 14 | - | - | 14 | ||
| TOTAL FINANCIAL ASSETS | 26 050 | 8 564 | 6 566 | - | 41 180 |
| December 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial liabilities reported at depreciated value |
Financial liabilities reported at a specifically determined value |
Financial liabilities reported at fair value through profit or loss |
Total | ||||||
| Financial liabilities according to the Statement of financial position | |||||||||
| Lease | 106 | - | - | 106 | |||||
| Bank loans | 3 029 | - | - | 3 029 | |||||
| Trade liabilities | 756 | - | - | 756 | |||||
| Liabilities for purchase of shares | 675 | - | - | 675 | |||||
| Guarantees | 90 | - | - | 90 | |||||
| Other liabilities | - | - | - | - | |||||
| TOTAL FINANCIAL LIABILITIES | 4 656 | - | - | 4 656 |
The explanatory notes constitute an integral part of the attached consolidated financial statements. In the course of their normal business, the Group companies may be exposed to various financial risks, the most significant of which are: market risk (currency risk, risk of changes in fair value and price risk), credit risk, liquidity risk and interest rate risk. The general financial risk management is focused on forecasting the changes in the financial markets to minimize potential adverse effects on financial
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
performance. Financial risks are currently identified, measured and monitored through various control mechanisms to determine the adequate prices of the materials, goods and services of the Group companies and the capital borrowed by them, as well as to adequately assess the market circumstances, the investments made and the forms of maintaining liquidity reserves without exposure to unjustified concentration of a financial risk.
Financial risk management is currently carried out under the direct management of the management of the Group and financial experts in accordance with a policy established by the Board of Directors of the Parent-company, which has developed the basic principles of general financial risk management. On the basis of those principals specific procedures for managing the individual specific financial risks are defined.
The various types of financial risks to which Group companies are exposed in the course of their business operations are described below, as well as the approach taken to manage them.
The Group companies carry out their transactions in Bulgaria, some in the European Union and others in third countries (Asia and USA). The biggest portion of supplies made by the Group companies are in Bulgarian lev (BGN), Euro and US dollars. In order to control the currency risk, a system for planning the supplies from countries inside and outside the European Union was introduced, as well as procedures for periodic monitoring of movements in exchange rates of foreign currencies and control of forthcoming payments.
The tables below summarize the exposure to currency exchange rates:
| September 30, 2021 | in EUR | in USD | in another foreign currency |
in BGN | total |
|---|---|---|---|---|---|
| Non-current trade receivables | 2 054 | - | - | - | 2 054 |
| Other long term financial investments |
- | - | 4 543 | - | 4 543 |
| Cash and cash equivalents | 12 026 | 197 | - | 13801 | 26 024 |
| Current trade receivables | 12 061 | 391 | 419 | 613 | 13 484 |
| TOTAL ASSETS | 26 141 | 588 | 4 962 | 14 414 | 46 105 |
| Lease | 161 | 161 | |||
| Bank loans | 674 | 36 | 1 970 | 2 680 | |
| Trade payables | 475 | 715 | 195 | 1 385 | |
| Liabilities for purchase of shares | 675 | 675 | |||
| TOTAL LIABILITIES | 1 149 | 751 | 0 | 3 001 | 4 901 |
Unless otherwise stated, all amounts are in BGN thousand.
| in EUR | in USD | In other foreign currency |
In BGN | Total | |
|---|---|---|---|---|---|
| BGN'000 | BGN'000 | BGN'000 | BGN'000 | BGN'000 | |
| Other long-term financial investments | 6 566 | 6 566 | |||
| Trade receivables | 7 698 | 97 | - | 755 | 8 550 |
| Cash and cash equivalents | 10 542 | 387 | - | 15 121 | 26 050 |
| Deposits with companies | - | - | - | 14 | 14 |
| TOTAL ASSETS | 18 240 | 484 | 6 566 | 15 890 | 41 180 |
| Bank loans | 843 | 10 | - | 2 176 | 3 029 |
| Leasing | - | - | - | 106 | 106 |
| Trade liabilities | 291 | 111 | - | 354 | 756 |
| Liabilities related to purchase of shares | - | - | - | 675 | 675 |
| Guarantees | - | - | - | 90 | 90 |
| TOTAL LIABILITIES | 1 134 | 121 | - | 3 401 | 4 656 |
The Group companies are not exposed to foreign currency risk with respect to their euro transactions. Currency risk is associated mainly to payments in US dollars and Norwegian krone (NOK). As of September 30, 2021, 1.1% of the Group's financial assets are in USD and 15.9% in NOK.
The Group companies are exposed to a specific price risk with respect to the prices of the services provided and goods sold. Minimizing the price risk of negative changes in prices is achieved by periodically analyzing and discussing contractual relations in order to review and update prices in the light of market changes.
Allterco JSCo. owns shares of Link Mobility Group that are traded on a regulated market. During the reporting period the Company sold part of its shares and reported profit from the transaction. The remaining shares are exposed to price risk.
Two of the Group companies hold shares from the mother company (Allterco JSCo), which are traded on a regulated market and accordingly, they are exposed to the risks of negative changes in the stock markets.
There is no significant concentration of interest-bearing assets in the Group companies, except for loans granted and free cash on current accounts with banks. For this reason, the operating cash flows are largely independent of changes in market interest rates.
At the same time, the cash outflows of the Group companies for reporting period are exposed to
AS OF SEPTEMBER 30, 2021
Unless otherwise stated, all amounts are in BGN thousand.
interest rate risk due to the use of bank loans in EUR agreed at a variable interest rate.
Cash in current accounts with banks is subject to interest at interest rates according to the tariffs of the respective banks.
The exposure of the Group companies to changes in market interest rates is constantly monitored and analyzed. Different scenarios of refinancing, renewal of existing interest rates and alternative financing are simulated. The calculations cover significant interest-bearing positions.
| September 30, 2021 | interest-free | with floating interest rate % |
with fixed interest rate % |
Total |
|---|---|---|---|---|
| BGN'000 | BGN'000 | BGN'000 | BGN'000 | |
| Non-current trade receivables | 2 054 | - | - | 2 054 |
| Cash and cash equivalents | 26 024 | - | - | 26 024 |
| Current trade receivables | 13 484 | - | - | 13 484 |
| TOTAL ASSETS | 41 562 | - | - | 41 562 |
| Lease | - | - | 161 | 161 |
| Bank loans | - | 674 | 2006 | 2 680 |
| Trade payables | 1 385 | - | - | 1 385 |
| Liabilities for purchase of shares | 675 | - | - | 675 |
| TOTAL LIABILITIES | 2 060 | 674 | 2 167 | 4 901 |
| 31 December 2020 | interest-free | with floating interest rate % |
with fixed interest rate % |
Total |
|---|---|---|---|---|
| BGN'000 | BGN'000 | BGN'000 | BGN'000 | |
| Trade receivables | 8 550 | - | - | 8 550 |
| Cash and cash equivalents | 26 050 | - | - | 26 050 |
| Deposits with companies | 14 | - | - | 14 |
| TOTAL ASSETS | 34 614 | - | - | 34 614 |
| Bank loans | - | 853 | 2 176 | 3 029 |
| Leasing | - | - | 106 | 106 |
| Trade liabilities | 756 | - | - | 756 |
| Liabilities related to purchase of shares | 675 | - | - | 675 |
| Guarantees | 90 | - | - | 90 |
| TOTAL LIABILITIES | 1 521 | 853 | 2 282 | 4 656 |
The financial assets of the Group companies are concentrated in two groups - cash (cash on hand and in bank accounts) and receivables from clients.
Credit risk is basically the risk that the customers of the Group companies will not be able to pay the amounts due in full and in the usual terms. Receivables from customers are presented in the Consolidated statement of financial position at fair value. An impairment charge for doubtful and difficult-to-collect
Unless otherwise stated, all amounts are in BGN thousand.
receivables has been accrued since, according to previous experience with events leading to losses from uncollectibility.
The Group companies do not have a significant concentration of credit risk. Their policy is to negotiate a credit period longer than 60 days only with customers having a long history and commercial cooperation with the Group companies. Payments from customers are made by bank transfers.
Significant part of Group's revenue is generated by mobile operators or other client, which in most cases are large companies with very good credit ratings.
The collectability and concentration of trade receivables is monitored on an ongoing basis, in accordance with the established policy of the Group companies. For this purpose, regularly the Finance and Accounting Departments review the open positions by customers and receipts, and make an analysis of outstanding amounts.
As of September 30, 2021 cash and banks transfers are allocated to several banks, which limits the risk with respect to cash and cash equivalents.
Liquidity risk is the risk that the companies face difficulties in meeting their obligations in respect of financial liabilities settled with cash or another financial asset. Part of the Group customers are mobile operators or other big companies that have a very good credit rating and meet their payment deadlines.
The Group companies maintain a conservative liquidity management policy aimed at constantly maintaining an optimum cash reserve and ability to finance their business. They also use borrowed credit resources.
To control liquidity risk, the Group companies control the timely payment of liabilities in accordance with the agreed payment terms with each client.
The Group companies monitor and control the actual and forecasts cash flows and try to match the maturities of assets and liabilities. On an ongoing basis the maturity and timely payment are monitored by accounting department and daily information on available cash and the obligations for future payments is maintained.
| September 30, 2021 |
up to 1 month BGN'000 |
1-3 months BGN'000 |
3-6 months BGN'000 |
6-12 months BGN'000 |
1-2 years BGN'000 |
2-5 years BGN'000 |
over 5 years BGN'000 |
with no maturity BGN'000 |
total BGN'000 |
|---|---|---|---|---|---|---|---|---|---|
| Non-current trade receivables |
- | - | - | - | 1 027 | 1 027 | - | - | 2 054 |
| Cash and cash equivalents |
- | - | - | - | - | - | - | 26 024 | 26 024 |
| Current trade receivables |
9 308 | 735 | 540 | 2 901 | - | - | - | - | 13 484 |
| TOTAL ASSETS |
9 308 | 735 | 540 | 2 901 | 1 027 | 1 027 | 0 | 26 024 | 41 562 |
| Lease liabilities | 6 | 17 | 24 | 36 | 30 | 48 | - | - | 161 |
| Bank loans | 44 | 87 | 151 | 248 | 546 | 1 538 | 66 | 2 680 | |
| Trade payables | 927 | 458 | - | - | - | - | 1 385 |
Unless otherwise stated, all amounts are in BGN thousand.
| Liabilities for purchase of shares |
- | - | - | - | 675 | - | - | - | 675 |
|---|---|---|---|---|---|---|---|---|---|
| TOTAL LIABILITIES |
977 | 562 | 175 | 284 | 1 251 | 1 586 | 66 | 0 | 4 901 |
| 31 December 2020 | up to 1 month BGN'00 |
1-3 months BGN'000 |
3-6 months BGN'000 |
6-12 months BGN'000 |
1-2 years BGN'000 |
2-5 years BGN'00 |
over 5 years BGN'000 |
with no maturity BGN'000 |
total BGN'000 |
| Trade receivables | 0 3 434 |
1 962 | 99 | 3 055 | - | 0 - |
- | - | 8 550 |
| Cash and cash equivalents |
- | - | 125 | - | - | - | - | 25 925 | 26 050 |
| Deposits with companies |
- | - | - | - | - | - | - | 14 | 14 |
| TOTAL ASSETS | 3 434 | 1 962 | 224 | 3 055 | - | - | - | 25 925 | 34 614 |
| Bank loans | 42 | 83 | 148 | 228 | 511 | 1 497 | 520 | - | 3 029 |
| Leasing | 5 | 16 | 16 | 7 | 26 | 36 | - | - | 106 |
| Trade liabilities | 680 | 76 | - | - | - | - | - | - | 756 |
| Liabilities related to purchase of shares |
- | - | - | - | 675 | - | - | - | 675 |
| Guarantees | - | - | - | 90 | - | - | - | - | 90 |
| TOTAL LIABILITIES |
727 | 175 | 164 | 325 | 1 212 | 1 533 | 520 | - | 4 656 |
With the capital management the Parent Company aims to create and maintain opportunities for it to continue to operate as a going concern and to ensure the appropriate return on investment to shareholders, as well as to maintain optimal capital structure in order to reduce capital costs.
Allterco JSCo monitors its capital structure using the debt ratio. It is calculated as the ratio between the net debt capital and the total amount of capital. Net debt is defined as the difference between all borrowings (current and non-current) as stated in the Consolidated Statement of Financial Position and cash and cash equivalents. The total amount of capital is equal to the equity and the net debt capital.
The strategy of the management of the Company is to maintain a debt ratio within no more than 50%.
The table below presents the debt ratios based on the capital structure as of:
| September 30, 2021 | December 31, 2020 | |
|---|---|---|
| Total debt capital, incl.: | 7 503 | 8 857 |
| - Bank loans | 2 680 | 3 029 |
| - Lease liabilities | 161 | 106 |
| Reduced by cash and cash equivalents | 26 024 | 26 050 |
| Net debt capital | (18 521) | (17 193) |
| Total equity | 63 247 | 56 836 |
| Total capital | 44 726 | 39 643 |
Unless otherwise stated, all amounts are in BGN thousand.
Ratios of indebtedness 0.00% 0.00%
The group has no indebtedness for the reporting periods, as cash fund is more than the total debt capital.
Usually, external independent appraisers are used for the assessment of fair value of significant assets. The need of external appraisers is assessed annually by the management of the Company. External appraisers are chosen based on their professional experience, qualities and reputation. After discussions with the appraisers, the Management have to decide which appraisal techniques and input data are most appropriate to be used in each particular case.
The Group's policy is to disclose in its financial statements the fair value of financial assets and liabilities for which market prices are quoted.
For the purpose of fair value disclosure, the Company determines different classes of assets and liabilities, depending on their nature, characteristics and risk, and on the relevant level in the fair value hierarchy set out in Significant Accounting Policies.
The Company's management has estimated that the fair values of cash and cash equivalents, trade receivables, trade payables, finance lease and bank loans are close to their book values due to the short-term nature of these instruments and their timely repayment over time.
The table below shows the book value and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. Fair value information is not presented if the book value is reasonably close to the fair value.
| September 30, 2021 | Book value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Financial assets | ||||
| Non-current trade receivables | 2 054 | - | - | - |
| Other long term financial investments | 4 543 | 4 543 | - | - |
| Cash and cash equivalents | 26 024 | - | - | - |
| Current trade receivables | 13 484 | - | - | - |
| TOTAL ASSETS | 46 105 | 4 543 | - | - |
| Financial liabilities | ||||
| Lease | 161 | - | - | - |
| Bank loans | 2 680 | - | 2 295 | - |
| Trade payables | 1385 | - | - | - |
| Liabilities for purchase of shares | 675 | - | - | - |
| TOTAL LIABILITIES | 4 901 | - | 2 295 | - |
| Book value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
Unless otherwise stated, all amounts are in BGN thousand.
| Other long term financial investments | 6 566 | 6 566 | - | - |
|---|---|---|---|---|
| Cash and cash equivalents | 26 050 | - | - | - |
| Trade receivables | 8 550 | - | - | - |
| Deposits in companies and guarantees | 14 | - | - | - |
| TOTAL ASSETS | 41 180 | 6 566 | - | - |
| Financial liabilities | ||||
| Lease | 106 | - | - | - |
| Bank loans | 3 029 | - | 2 578 | - |
| Trade payables | 756 | - | - | - |
| Liabilities for purchase of shares | 675 | - | - | - |
| Guarantees | 90 | - | - | - |
| Other liabilities | 0 | - | - | - |
| TOTAL LIABILITIES | 4 656 | - | 2 578 | - |
During 2020 a transfer has been made of long-term investments in shares from Level 3 to Level 1 on the ground that the shares have been registered for trade in a regulated stock exchange. No transfers have been made during the reporting period.
In relation with the signed SPA between Allterco JSCo and Skylight Venture Capital Pte. Ltd.,
Singapore, the Company has received the first installment representing 50% of the purchase price in due course.
For more details on other disclosures see p. 9 from the Report on Business Activities of Allterco JSCo as of September 30, 2021.
See p. 8 from the Report on Business Activities of Allterco JSCo as of September 30, 2021
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